ARTICLE I - OFFICES

The principal office of the corporation in the State of Colorado shall be located in the City of Fort Collins, County of Larimer. The corporation may have such other offices, either within or without the State of incorporation as the Board of Directors may designate or as the business of the cooperative may from time to time require.

ARTICLE II - NONPROFIT PURPOSES

SECTION 1. COLORADO NONPROFIT CORPORATION

This corporation is organized exclusively for one or more of the purposes as specified under Article 55 of Title 7 of the Colorado Revised Statutes, as amended.

SECTION 2. IRC SECTION 501(c)12 PURPOSES

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)12 of the Inernal Revenue Code. This implies the following conditions: 85 percent of income must be collected from members for the sole purpose of meeting losses and expenses, the organization must be organized and operated on a mutual or cooperative basis, members must have the right to choose the management, to receive services substantially at cost, to receive a return of any excess payments over losses, and to share in any assets upon dissolution.

Donations to an organization described under Section 501(c)12 are not deductible as charitable contributions on the donors federal income tax return.

SECTION 3. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of this cooperative association shall be to provide low cost dedicated Internet communications connections to its members.

ARTICLE II - MEMBERSHIP

SECTION 1. QUALIFICATIONS FOR MEMBERSHIP.

Any person, including an individual, firm, partnership, corporation, association, or cooperative, who agrees to purchase a membership certificate for $100 and enter into a monthly service contract with the cooperative, who meets such other uniform conditions as may be prescribed by the board of directors, and who agrees to abide by the rules and regulations of the cooperative as may be established from time to time by the members or the board of directors, may apply for admission as a member of the cooperative. Two or more individuals may apply for single membership in co-tenancy if each co-tenant is individually eligible for membership.

SECTION 2. ADMISSION TO MEMBERSHIP.

The Cooperative shall admit to membership every applicant who (1) applies for admission for the purpose of participating in the activities of the cooperative and (2) meets all the requirements for application and membership under these bylaws, the statutes of the State of Colorado and policies established by the board of directors; EXCEPT that a person shall not be eligible for membership if the board of directors finds, based on reasonable grounds, that the applicant's admission would prejudice the interests, hinder or otherwise obstruct, or conflict with, any purpose or operation of the cooperative. An applicant shall be considered a member upon acceptance of his application and payment for the membership certificate and dues and fees as established by the board of directors in cash. The membership agreement as established by the Board of Directors shall be uniform in its application to all members. No services shall be provided by the cooperative to nonmembers.

The board or the Technical Review Committee may suspend, without prior notice, a member's service for interference, if such suspension, is in the opinion of the board or Technical Review Committee necessary to protect the integrity of the service provided by the cooperative; however, a member shall be given notice of such suspension for interference a soon as reasonably possible after such suspension and the suspended member's service shall be reinstated within 24 hours after the interference is eliminated and the Technical Review Committee approves such reactivation. A reactivation fee may apply as set by the board.

The board, upon unanimous approval, may suspend a member after 30 days notice for failure to pay member's dues and/or fees or comply with the membership agreement. In the event that the non-payment or failure to comply with the membership agreement is corrected within 30 days of notice of the same to the member, the member may be reinstated upon unanimous approval of the board.

SECTION 3. ANNUAL MEETING.

The annual meeting of the members shall be held on the second Tuesday of June at 7:00 p.m. in each year, beginning with the year 1995 for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

SECTION 4. SPECIAL MEETINGS.

Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Directors, and shall be called by the President at the request of not less than the lesser of 5% of the members or 50 members.

SECTION 5. PLACE OF MEETING.

The Directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Directors. A waiver of notice signed by all Directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the cooperative.

SECTION 6. NOTICE OF MEETING.

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than forty days before the date of the meeting, either personally, by electronic mail transmission, or by postal mail, by or at the direction of the President, or the Secretary, or the Officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If postal mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the books of the cooperative, with postage thereon pre-paid.

SECTION 7. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other purpose the membership books shall be closed for ten days prior to the notice date or the date of the meeting at which the vote is to occur. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 8. VOTING LISTS.

The officer or agent having charge of the membership books of the cooperative shall make, at least ten days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the cooperative and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The original membership books shall be prima facie evidence as to who are the members entitled to examine such list or vote at the meeting of members.

SECTION 9. QUORUM.

At any meeting of members five percent of the members or fifty members present in person, whichever is less, shall constitute a quorum. If less than said number of members are represented at a meeting, a majority of the members so present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

SECTION 10. PROXIES.

No voting by proxy is allowed.

SECTION 11. VOTING.

Each member entitled to vote in accordance with the terms and provisions of the articles of incorporation and these bylaws shall be entitled to one vote (regardless of the level of service to which the member subscribes), in person. Upon the demand of any member, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the articles of incorporation or the laws of this State. A member whose dues and fees are not paid 90 days from due date forfeits all rights and cannot vote and shall not be considered in determining the number of members.

SECTION 12. INFORMAL ACTION BY MEMBERS.

Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

SECTION 13. PROPERTY RIGHTS.

The members shall not have any property rights in the cooperative except upon dissolution.

ARTICLE III - BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS.

The business and affairs of the cooperative shall be managed by its Board of Directors. The directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the cooperative, as they may deem proper, not inconsistent with these bylaws and the laws of this State.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS.

The number of directors of the cooperative shall be three. Each director shall serve for a two year term; however, two of the original board of directors shall be elected for a one year term. Each director shall hold office until the second annual meeting of members after his election and until his successor shall have been elected and qualified. Directors must be members or the representatives duly authorized in writing of a legal entity which is a member.

SECTION 3. REGULAR MEETINGS.

A regular meeting of the directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS.

Special meetings of the directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

SECTION 5. NOTICE.

Notice of any special meeting shall be given at least five days previously thereto by written notice delivered personally, by electronic mail transmission, by telegram or by postal mail to each director at his business address. If postal mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6. QUORUM.

At any meeting of the directors a majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7. MANNER OF ACTING.

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors, except a majority of the board is necessary for the execution and delivery of mortgages or deeds of trust upon, or the pledging of or encumbering of any or all or the property, assets, licenses, franchises, and permits or other things of value of the cooperative, whether acquired or to be acquired and wherever situated, as well as any revenues and incomes therefrom, all upon such terms and conditions as such board determines, to secure any indebtedness of the cooperative.

An act of all of the directors voting by teleconference or electronic mail shall be the act of the directors. Such vote shall be recorded in the minutes of the next regular or special meeting. Any dissent in such vote shall defer the matter to the next regular or special meeting.

SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occuring in the board for any reason except the removal of directors may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

SECTION 9. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed by vote of two-thirds of the members.

SECTION 10. RESIGNATION.

A director may resign at any time by giving written or electronic mail notice to all the board members of the cooperative. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board, and the acceptance of the resignation shall not be necessary to make it effective.

SECTION 11. COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the cooperative in any other capacity and receiving compensation therefor.

SECTION 12. PRESUMPTION OF ASSENT.

A director of the cooperative who is present at the meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless s/he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the cooperative immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 13. EXECUTIVE AND OTHER COMMITTEES.

The directors shall at the annual meeting appoint a Technical Review Committee of no less than three members. All membership initial service connections and service connection changes shall be subject to approval by the Technical Review Committee. The Technical Review Committee has authority to suspend a member's service to any member whose service connection adversely interferes with the service of other members or the cooperative or Internet. A member's service may be reinstated if so approved, after review, by the Technical Review Committee. The Board, by resolution, may designate from among its members an executive committee and from its members and/or the members of the cooperative other committees, each consisting of three or more members. Each such committee shall serve at the pleasure of the Board.

SECTION 14. ANNUAL REPORT.

The Board shall be responsible for filing, as required by statute, the annual report in the office of the secretary of state.

ARTICLE IV - OFFICERS

SECTION 1. NUMBER.

The officers of the cooperative shall be a President, a Vice-President, and a Secretary/Treasurer, each of whom shall be a member and elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors.

SECTION 1. NUMBER.

The officers of the cooperative shall be a President, a Vice-President, a Secretary and Treasurer, each of whom shall be a member and elected by the directors. The office of Secretary and Treasurer may be combined into one Secretary/Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors.

SECTION 2. ELECTION AND TERM OF OFFICE.

The officers of the cooperative to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the members. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until s/he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. REMOVAL.

Any officer elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the cooperative would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

SECTION 5. PRESIDENT.

The President shall be the principal executive officer of the cooperative and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the cooperative. S/he shall, when present, preside at all meetings of the members and of the directors. S/he may sign, with the secretary or any other proper officer of the cooperative thereunto authorized by the directors, certificates membership of the cooperative, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these bylaws to some other officer or agent of the cooperative, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the directors from time to time.

SECTION 6. VICE-PRESIDENT.

In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or the directors.

SECTION 7. SECRETARY.

The Secretary shall keep the minutes of the members' and of the directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required, be custodian of records of the cooperative and of any seal of the cooperative and keep a register of the post office address and electronic mail address of each member which shall be furnished to the Secretary by such member, have general charge of the certificate of membership books of the cooperative and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the directors.

SECTION 8. TREASURER.

If required by the directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine. S/he shall have charge and custody of and be responsible for all funds and securities of the cooperative; keep full and accurate accounts of receipts and disbursements in books belonging to the Cooperative; receive and give receipts for moneys due and payable to the cooperative from any source whatsoever, and deposit all such moneys in the name of the cooperative in such banks, trust companies or other depositories as shall be selected in accordance with these bylaws; render to the Board of Directors, whenever the Board of Directors may require, an account of the financial condition of the Cooperative and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the directors.

ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS.

The directors, after approval as above set forth, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the cooperative, and such authority may be general or confined to specific instances.

SECTION 2. LOANS.

No loans shall be contracted on behalf of the cooperative and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the cooperative, shall be signed by such officer or officers, agent or agents of the cooperative and in such manner as shall from time to time be determined by resolution of the directors.

SECTION 4. DEPOSITS.

All funds of the cooperative not otherwise employed shall be deposited from time to time to the credit of the cooperative in such banks, trust companies or other depositories as the directors may select.

ARTICLE VI - CERTIFICATES FOR MEMBERSHIP AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR MEMBERSHIP.

Certificates representing membership in the cooperative shall be in such form as shall be determined by the directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the directors. All certificates for membership shall be consecutively numbered or otherwise identified. The name and address of the members and date of issue shall be entered on the membership certificate books of the cooperative. All certificates surrendered to the cooperative for transfer shall be canceled and no new certificate shall be issued until the former certificate shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the cooperative as the directors may prescribe. The board may establish a fee for transfer of membership. Transfer of membership shall only be as allowed by the membership agreement, and as approved by both the board and the Technical Review Committee.

SECTION 2. TRANSFERS OF MEMBERSHIP.

(a) Upon surrender to the cooperative or the transfer to the cooperative of a certificate of membership duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and approval by the board of the transfer, it shall be the duty of the cooperative to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the cooperative which shall be kept at its principal office.

(b) The cooperative shall be entitled to treat the holder of any certificate as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this State.

(c) The board may assess a fee for transfer of membership.

ARTICLE VII - FISCAL YEAR

The fiscal year of the cooperative shall begin on the first day of January in each year.

ARTICLE VIII - WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the cooperative under the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notices whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX - AMENDMENTS

Amendments to these bylaws may be proposed by a majority of the board of directors or by petition presented to the secretary and signed by one-tenth (1/10) of the members. If notice of the character of the amendment proposed has been given in the notice of a meeting, these bylaws may be altered or amended at any regular or special meeting of the members by the affirmative vote of two-thirds (2/3) of the members present.

ARTICLE X - MISCELLANEOUS

1. Voting by electronic ballot or postal mail is allowed if approved by the directors.

2. The board may meet by telephone conference or electronically if approved by the board.

3. The cooperative may give any notice required herein by electronic mail and such notice shall be considered delivered when submitted for electronic mail delivery to the electronic mail address of the member which is of record with the cooperative. It shall be the responsibility of the member to furnish the member's current email address to the cooperative.