BYLAWS OF THE GREATER NEW ORLEANS FREE-NET
                AMENDED - MARCH 8, 1994


ARTICLE 1.  NAME

Article 1, Section 1.  Name
The name of the organization shall be Greater
New Orleans Free-Net hereinafter known as
GNO-FN.


ARTICLE 2.  OFFICES

Article 2, Section 1.  Principal Office
The principal office of the corporation is in
New Orleans, Orleans Parish, State of
Louisiana.

Article 2, Section 2.  Change of Address
The designation of the parish or state of the
corporation s principal office may be changed
by amendment of these Bylaws.  The Board of
Directors may change the principal office
from one location to another within the named
parish by noting the changed address and
effective date below, and such changes of
address shall not be deemed, nor require, an
amendment of these Bylaws.

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Article 2, Section 3.  Other Offices
The corporation may also have offices at
other such places within or without its state
of incorporation, where it is qualified to do
business, as its business and activities may
require, and as the board of directors may,
from time to time, designate.


ARTICLE 3.  NON PROFIT PURPOSES

Article 3, Section 1.  IRS Section 501(c)(3)
Purposes
This corporation is organized exclusively for
one or more of the purposes as specified in
Section 501(c)(3) of the Internal Revenue
Code (charitable, religious, educational,
scientific and literary purposes),  including
for such purposes, the making of
distributions to organizations that qualify
as exempt organizations under Section
501(c)(3) of the Internal Revenue Code or
corresponding section of any future federal
tax code.

Article 3, Section 2.  Specific Objectives
and Purposes
The corporation is organized to promote,
encourage and advance through publications,
research, teaching, education, economic
development, public service, communications,
local, state and national government affairs,
informational and other services:

a)   The establishment, development and
     support of free, open-access community
     computer systems in the nine parishes of
     the MetroVision region: Orleans,
     Jefferson, Plaquemines, St. Charles, St.
     Bernard,  St. James, St. John the
     Baptist, St. Tammany, and Tangipahoa. 

b)   The establishment, development and
     support of a common network of community
     computer systems for the free exchange
     of information, intersystem
     communications and other services;

c)   The provision of free information on
     community resources to all members of
     society through the use of computers,
     public telephone networks and other
     available means;

d)   The worldwide exchange and interchange
     of information, research and educational
     programs between and among students,
     educators and institutions;

e)   The creation and development of a free
     information system on education,
     training, and career opportunities with
     a capacity to survey education needs and
     skill levels of network members;

f)   The development of information age
     knowledge and skills among all persons,
     but especially among the youth of this
     region;

g)   The support of systematic inquiry into
     the nature of telecomputing as a new
     information and communications medium,
     including the cultural, social,
     economic, political and educational
     implications of the medium;

h)   The development and implementation of
     new computer and telecommunications
     technologies in support of community
     computer network systems.


ARTICLE 4. BOARD OF DIRECTORS

Article 4, Section 1.  Number
The initial Board of Directors shall consist
of five directors who shall serve until such
time as the Board of Director is fully
constituted with a minimum of nine and a
maximum of fifteen.   The number of directors
may be increased or decreased from time to
time by amendment to these Bylaws, but in no
event shall the number of directors be less
than nine. 

The directors constituting the initial board
of directors shall be as specified in the
articles of incorporation and shall serve as
directors until they resign, die, are
removed, fail to be re-elected, or are unable
to serve for any reason whatsoever.

Article 4, Section 2.  Qualifications of
Directors
Directors shall be of the age of majority in
this state.  

Article 4, Section 3.  Powers
The affairs of the corporation will be
managed by its board of directors, and all
corporate powers shall be exercised by or
under the direction of the board of
directors, except as otherwise expressly
required by the articles of incorporation,
these Bylaws or the laws of the State of
Louisiana.

Article 4, Section 4.  Term of Office
The Directors shall be elected for a term of
three years.  However, to provide for a
rotation, one-third shall be elected for one
year, one-third for two years, and one-third
for three years.  Thereafter the term shall
be three years.  No director can be elected
for more than two consecutive three-year
terms. 

The only exception shall be that one of the
board members will be the Chair of the
Affiliate Council who will serve as ex
officio member with full voting privileges. 
The term of this position shall coincide with
the individual's term as Chair of the
Affiliate Council but in no case longer than
three years.

Article 4, Section 5.  Duties
It shall be the duty of the directors to:
a)   Establish annual budget and any
     dues/fees or assessments as may be
     deemed necessary;
b)   Perform any and all duties imposed on
     them collectively or individually by
     law, by the articles of incorporation or
     by these Bylaws;
c)   Appoint and remove, employ and
     discharge, and, except as otherwise
     provided in these Bylaws, prescribe the
     duties and fix the compensation, if any,
     of all officers, agents and employees of
     the corporation;
d)   Meet at such times and places as
     requires by these Bylaws;
e)   Register their addresses with the
     Secretary of the corporation, and
     notices of meetings mailed or
     telegraphed to them at such addresses
     shall be valid notices thereof.
f)   Maintain full responsibility for the
     corporation's policy decisions,
     including prescribing such rules and
     regulations not inconsistent with these
     bylaws relating to the management and
     operation of the corporation as they
     deem expedient.

Article 4, Section 6.  Compensation
The directors shall serve as such without
compensation and no director shall directly
or indirectly receive any profit from a
director position as such; provided that a
director may be paid reasonable expenses
incurred by them in the performance of their
duties.  Nothing herein contained shall be
construed to preclude any director from
serving the corporation as an officer or in
any other capacity and receiving compensation
therefore.

Article 4, Section 7.  Place of Meetings
Meetings shall be held at the principal
office of the corporation unless otherwise
provided by the board or at such other place
as may be designated from time to time by
resolution of the Board of Directors.

Article 4, Section 8.  Regular Meetings
Regular meetings of Directors shall be held
annually or more frequently on a schedule
determined by the Board of Directors.  The
regular annual meeting of the board of
directors shall be no later than April of
each year at such time and place, either
within or without the City of New Orleans, as
the board of directors' resolution may
direct. 

Article 4, Section 9.  Elections.
At the regular annual meeting of directors,
the board shall elect new directors from
names submitted by the Nominating Committee. 
Voting for the election of directors shall be
by written ballot following Roberts' Rules of
Order.

Article 4, Section 10.  Special Meetings
Special meetings of the board of directors
may be called by the Chairperson of the
Board, the President, the Vice-President, the
Secretary, by any two directors, or, if
different by the persons specifically
authorized under the laws of this state to
call special meetings of the board.  Such
meetings shall be held at the principal
office of the corporation or, if different,
at the place designated by the persons or
persons calling the special meeting.

Article 4, Section 11.  Electronic Balloting
Also, upon unanimous agreement of the board,
special meetings may be called for the
purpose of bringing forth to the board issues
for electronic ballot.  Ballots returned by
electronic mail will be counted if
"electronically marked" on or before the
designated close of ballot date.  For those
not electronically connected, postal mail be
substituted.

Article 4, Section 12.  Notice of Meetings
Unless otherwise provided by the articles of
incorporation, these Bylaws, or provisions of
law, the following provisions shall govern
the giving of notice for meetings of the
board of directors:
a)   Regular meetings.  No notice need be
     given of any regular meeting of the
     board of directors.

b)   Special Meetings.  At least three days
     prior notice shall be given by the
     Secretary of the corporation to each
     director of each special meeting of the
     board.  Such notice may be written, may
     be given personally, by first class
     mail, by computerized communications, by
     telephone, by telegram, or by telefax,
     and shall state the place, date and time
     of the meeting and the matters proposed
     to be acted upon at the meeting.  If
     delivered by registered U.S. mail, such
     notice shall be deemed to be delivered
     when deposited at a U.S. Post Office.  A
     telegram will be considered delivered
     when it is delivered to the telegraph
     company.  In the case of telefax or
     computerized communications notifica-
     
     tion, the director to be contacted shall
     acknowledge personal receipt of the
     facsimile/ computerized communications
     by return message or telephone call
     within twenty-four hours of the first
     transmission.  

c)   Waiver of Notice. Any director may waive
     notice in writing of any meeting.  The
     attendance of any director at any
     meeting shall constitute a waiver of
     notice of such meeting.

d)   Action Without a Meeting.  A resolution
     in writing, signed by all the directors
     entitled to vote on that resolution at a
     meeting of the directors or committee of
     directors, is as valid as if it had been
     passed at a meeting of directors. 
     Notification of proposed action and of
     consent may be sent via U.S. Mail,
     computerized communication, telefax, or
     telegram.

Article 4, Section 13.  Quorum for Meetings
A quorum shall consist of majority plus one
of the members of the board of directors. 
Except as other provided under the articles
of incorporation, these Bylaws, or provisions
of law, no business shall be considered by
the board at any meeting at which the
required quorum is not present, and the only
motion which the chair shall entertain at
such meeting is a motion to adjourn.

Article 4, Section 14.  Majority Action as
Board Action
Every act or decision done or made by a
majority of the directors present at a
meeting duly held at which a quorum is
present is the act of the board of directors,
unless the articles of incorporation, these
Bylaws, or provisions of law require a
greater percentage or different voting rules
for approval of a matter of the board.

Article 4, Section 15.  Conduct of Meetings
Meetings of the board of directors shall be
presided over by the chairperson of the
board, or, if no such person has been
designated or, in his or her absence, by the
President or Vice President of the
corporation or, in the absence of each of
these persons, by a Chairperson chose by a
majority of the directors present at the
meeting.  The secretary of the corporation
shall act as secretary of all meetings of the
board, provided that, in his or her absence,
the presiding officer shall appoint another
person to act as secretary of the meeting.

Meetings shall be governed by Roberts Rules
of Order as such rules are not inconsistent
with or in conflict with the articles of
incorporation, these Bylaws, or with
provisions of law.

Article 4, Section 16.  Proxy Voting
Each voting board member present at a meeting
shall have the right to exercise one vote.  A
board member may, by means of a written
proxy, appoint a proxy holder to attend and
act at a specific meeting of board of
directors in the manner and to the extent
authorized by the proxy.  A proxy holder must
be a member of the board of directors.

Article 4,  Section 17. Vacancies
Vacancies on the board of directors shall
exist (1) on the death, resignation or
removal of any director, (2) whenever the
number of authorized directors is increased,
or 3) whenever a term expires.

Any director may resign effective upon giving
written notice to the Chairperson of the
Board, the president, the secretary, or the
board of directors, unless the notice
specifies a later time for the effectiveness
of such resignation.  No director may resign
if the corporation would then be left without
a duly elected director or directors in
charge of its affairs, except upon notice to
the office of the Attorney General or other
appropriate agency of this state.

Directors may be removed from office, with or
without cause, as permitted by and in
accordance with the laws of this state at any
meeting of the board of directors by the
affirmative vote of a majority of all
incumbent directors, in person or by written
proxy, if notice of intention to act upon
such matter shall have been given in the
notice calling such meeting.  The removal of
any board member shall be without prejudice
to the contract rights, if any, of the person
so removed.  Election or appointment of a
board member or an agent shall not itself
create contract rights.

Unless otherwise prohibited by the articles
of incorporation, these Bylaws, or provisions
of law, vacancies on the board may be filled
by approval of the board of directors.  If
the number of directors then in office is
less than a quorum, a vacancy on the board
may be filled by approval of a majority of
the directors then in office or by a sole
remaining director.  A person elected to fill
the vacancy on the board shall hold office
until the next election of the board of
directors or until his/her death, resignation
or removal from office. 

Retiring directors shall remain in office
until the dissolution or adjournment of the
meeting at which their retirement is accepted
and a successor is elected.

The slate of candidates for election to the
board shall be presented to the board by the
Nominating Committee at the regular annual
meeting.

Article 4, Section 18.  Non-Liability of
Directors
The directors shall not be personally liable
for the debts, liabilities or other
obligations of the corporation.

Article 4, Section 19.  Indemnification by
Corporation of Directors and Officers
The directors and officers of the corporation
shall be indemnified by the corporation to
the fullest extent permissible under the laws
of this state.

Article 4, Section 20.  Insurance for
Corporate Agents
Except as may be otherwise provided under
provision of law, the board of directors may
adopt a resolution authorizing the purchase
and maintenance of insurance on behalf of any
agent of the corporation (including a
director, officers, employees or other
agent(s) of the corporation) against
liabilities asserted against or incurred by
the agent in such capacity or arising out of
the agent s status as such, whether or not
the corporation would have the power to
indemnify the agent against such liability
under the articles of incorporation, these
Bylaws or provision of law.


ARTICLE 5.  OFFICERS 

Article 5, Section 1.  Designation of
Officers
The minimum officers of the corporation shall
be a President, a Vice President, a
Secretary, and a Treasurer.  One person may
hold any number of offices, but two officers
must sign any document that requires two
signatures.  The corporation may also have a
Chairperson of the Board, additional Vice
Presidents, and other such officers with
titles as may be determined from time to time
by the board of directors.  Officers need not
be directors.  Officers shall be appointed by
resolution of the board at the first meeting
of the board of directors following an annual
meeting.

Article 5, Section 2.  Qualifications
Any person may serve as officer of this
corporation.

Article 5, Section 3.  Election and Term of
Office
Officers shall be elected by the board of
directors, at any time, and each officer
shall hold office until he or she resigns or
is removed or is otherwise disqualified to
serve, or until his/her successor shall be
elected and qualified, whichever occurs
first. The term of office shall be one year.

Article 5, Section 4.  Removal and
Resignation
Any officer may be removed, either with or
without cause, by two-thirds vote of the
board of directors, at any time, whenever in
its judgement the best interests of the
corporation would be served thereby.  Removal
of the President shall require a two-thirds
majority plus one.  The removal of any
officer shall be without prejudice to the
contract rights, if any, of the person so
removed.  Election or appointment of a board
member or an agent shall not itself create
contract rights.

Any officer may resign at any time by giving
written notice to the board of directors or
to the president or secretary of the
corporation.  Any such resignation shall take
effect at the date of receipt of such notice
or at any later date specified therein, and,
unless otherwise specified therein, the
acceptance of such resignation shall not be
necessary to make it effective.  The above
provisions of this Section shall be
superseded by any conflicting terms of a
contract which has been approved or ratified
by the board of directors relating to the
employment of any officer of the corporation.

Article 5, Section 5.  Vacancies
Any vacancy caused by the death, resignation,
removal, disqualification, or otherwise, of
any officer shall be filled by the board of
directors.  In the event of a vacancy in any
office other than that of President, such
vacancy may be filled temporarily by
appointment by the President until such time
as the board shall fill the vacancy. 
Vacancies occurring in offices of officers
appointed at the discretion of the board may
or may not be filled as the board shall
determine.

Article 5, Section 6.  Duties of President
The President shall be the chief executive
officer of the corporation and shall, subject
to the control of the board of directors,
supervise and control the affairs of the
corporation and the activities of the
officers.  He or she shall perform all duties
incident to his/her office and such other
duties as may be required by law, by the
articles of incorporation, or by these Bylaws
or which may be prescribed from time to time
by the board of directors.  Unless another
person is specifically appointed as
chairperson of the board of directors, the
president shall preside at all meetings of
the board of directors and, if this
corporation has members, at all meetings of
the members.  Except as otherwise expressly
provided by law, by the articles of
incorporation, or by these Bylaws, he/she
shall, in the name of the corporation,
execute such deeds, mortgages, bonds,
contracts, checks, or other instruments which
may from time to time be authorized by the
board of directors.

Article 5, Section 7.  Duties of Vice
President
In the absence of the President, or in the
event of his or her inability or refusal to
act, the Vice President shall perform all the
duties of the President, and when so acting
shall have all the powers of, and be subject
to all the restrictions on, the President. 
The Vice President shall have other powers
and perform such other duties as may be
prescribed by law, by the articles of
incorporation, or by these Bylaws, or as may
be prescribed by the board of directors.

Article 5, Section 8.  Duties of Secretary
The Secretary shall:
a)   Certify and keep at the principal office
     of the corporation the original, or a
     copy, of these Bylaws as amended or
     otherwise altered to date.

b)   Keep at the principal office of the
     corporation or at such other place as
     the board may determine, a book of
     minutes of all meetings of the
     directors, and, if applicable, meetings
     of committees of directors and of
     members, recording therein the time, and
     place of holding, whether regular or
     special, how called, how notice thereof
     was given, the names of those present or
     represented at the meeting, and the
     proceedings thereof.

c)   See that all notices are duly given in
     accordance with the provisions of these
     Bylaws or as required by law.

d)   Keep at the principal office of the
     corporation a membership book containing
     the name and address of each and any
     members, and, in the case where any
     membership has been terminated, he/she
     shall record such fact in the membership
     book together with the date on which
     such membership ceased.

e)   Exhibit at all reasonable times to any
     director of the corporation, or to
     his/her agent or attorney, on request
     therefor, the Bylaws, the membership
     book, and the minutes of the proceedings
     of the directors of the corporation.

f)   In general, perform all duties incident
     to the office of the Secretary and such
     other duties as may be required by law,
     by the articles of incorporation, or by
     these Bylaws, or which may be assigned
     to him/her from time to time by the
     board of directors.

Article 5, Section 9.  Duties of Treasurer
The Treasurer shall:
a)   Have charge and custody of, and be
     responsible for, all funds and
     securities of the corporation, and
     deposit all such funds in the name of
     the corporation in such banks, trust
     companies, or other depositories as
     shall be selected by the board of
     directors.

b)   Receive and give receipt for, monies due
     and payable to the corporation from any
     source whatsoever.

c)   Disburse, or cause to be disbursed, the
     funds of the corporation as may be
     directed by the board of directors,
     taking proper vouchers for such
     disbursements.

d)   Keep and maintain adequate and correct
     accounts of the corporation s properties
     and business transactions, including
     accounts of its assets, liabilities,
     receipts, disbursements, gains and
     losses.

e)   Exhibit at all reasonable times the
     books of account and financial records
     to any director of the corporation, or
     to his/her agent or attorney, on request
     therefor.

f)   Render to the president and directors,
     whenever requested, an account of any or
     all of his/her transactions as Treasurer
     and of the financial condition of the
     corporation.

g)   Prepare, or cause to be prepared, and
     certify, or cause to be certified, the
     financial statements to be included in
     any required reports.

h)   In general, perform all duties incident
     to the office of Treasurer and such
     other duties as may be required by law,
     by the articles of incorporation, or by
     these Bylaws, or which may be assigned
     to him/her from time to time by the
     board of directors.

Article 5. Section 10.  Auditor
The board shall, at each annual meeting,
appoint an auditor to audit the accounts of
the corporation for report to the members at
the next annual meeting.  The auditor shall
hold office until the next annual meeting
provided that the directors may fill any
casual vacancy in the office of the auditor. 
The remuneration of the auditor shall be
fixed by the board of directors.


ARTICLE 6.  COMMITTEES

Article 6, Section 1.  Executive Committee
The board of directors may, by a majority
vote, designate an Executive Committee
consisting of two or more board members and
may delegate to such committee the powers and
authority of the board in the management of
the business and affairs of the corporation,
to the extent permitted, and except as may
otherwise be provided, by provisions of law. 
This delegation of authority does not relieve
the board of responsibilities imposed by law.

By a majority vote, the board may at any time
revoke or modify any or all of the Executive
Committee authority so delegated, increase or
decrease but not below two (2) the number of
the members of the Executive Committee, and
fill vacancies on the Executive Committee
from the members of the board.  The Executive
Committee shall keep regular minutes of its
proceedings, cause them to be filed with the
corporate records, and report the same to the
board from time to time as the board may
require.

Article 6, Section 2.  Nominating Committee
The board of directors may, by a majority
vote, designate a Nominating Committee
consisting of three or more board members
which will present at the regular annual
meetings a slate of candidates for
vacancy(ies) on the board of directors.  

The University of New Orleans Business/Higher
Education Council shall be continually
represented by three Board members.

Article 6, Section 3.  Other Committees
The corporation shall have such other
committees as may from time to time be
designated by resolution of the board of
directors.  These committees may consist of
persons who are not also members of the board
and shall act in an advisory capacity to the
board.

Article 6, Section 4.  Meetings and Actions
of Committees
Meetings and actions of committees shall be
governed by, noticed, held and taken in
accordance with the provisions of these
Bylaws concerning meetings of the board of
directors, with such changes in the context
of such bylaw provisions as are necessary to
substitute the committee and its members for
the board of directors and its members,
except that the time for regular and special
meetings of committees may be fixed by
resolution of the board of directors or by
the committee.  The board of directors may
also adopt rules and regulations pertaining
to the conduct of meetings of committees to
the extent that such rules and regulations
are not inconsistent with the provisions of
these Bylaws.


ARTICLE 7.  EXECUTION OF INSTRUMENTS,
DEPOSITS, AND FUNDS

Article 7, Section 1.  Execution of
Instruments
The board of directors, except as otherwise
provided in these Bylaws, may by resolution
authorize any officer or agent of the
corporation to enter into any contract or
execute and deliver any instrument in the
name of and on behalf of the corporation, and
such authority may be general or confined to
specific instances.  Unless so authorized, no
officer, agent, or employee shall have any
power or authority to bind the corporation by
any contract or engagement or to pledge its
credit or to render it liable monetarily for
any purpose or in any amount.

Article 7, Section 2.  Checks and Notes
Except as otherwise specifically determined
by resolution of the board of directors, or
as otherwise required by law, checks, drafts,
promissory notes, orders for the payment of
money, and other evidence of indebtedness of
the corporation shall be signed by the
Treasurer and countersigned by the President
of the corporation.

Article 7, Section 3.  Deposits
All funds of the corporation shall be
deposited in a timely manner to the credit of
the corporation in such banks, trust
companies, or other depositories as the board
of directors shall select.

Article 7, Section 4.  Gifts
The board of directors may accept on behalf
of the corporation any contribution, gift,
bequest, or device for the nonprofit purposes
of this corporation.


ARTICLE 8.  CORPORATE RECORDS AND REPORTS

Article 8, Section 1.  Maintenance of
Corporate Records
The corporation shall keep at its principal
office:
a)   Minutes of all meetings of directors,
     committees of the board and, if this
     corporation has members, of all meetings
     of members, indicating the time and
     place of holding such meetings, whether
     regular or special, how called, the
     notice given, and the names of those
     present and the proceedings thereof;
b)   Adequate and correct books and records
     of account, including accounts of its
     properties and business transactions and
     accounts of its assets, liabilities,
     receipts, disbursements, gains and
     losses;
c)   A record of its members, if any,
     indicating their names and addresses
     and, if applicable, the class of
     membership held by each member and the
     termination date of any membership;
d)   A copy of the corporations s articles of
     incorporation and Bylaws as amended to
     date, which shall be open to inspection
     by the members, if any, of the
     corporation at all reasonable times
     during office hours.

Article 8, Section 2.  Director s Inspection
Rights
Every director shall have the absolute right
any reasonable time to inspect and copy all
books, records and documents of every kind
and to inspect the physical properties of the
corporation and shall have such other rights
to inspect the books, records and properties
of this corporation as may be required under
the articles of incorporation, other
provisions of these Bylaws, and provisions of
law.

Article 8, Section 3.  Right to Copy and Make
Extracts
Any inspection under the provisions of this
article may be made in person or by agent or
attorney and the right to inspection shall
include the right to copy and make extracts.

Article 8, Section 4.  Periodic Report
The board shall cause any annual or periodic
report required under law to be prepared and
delivered to an office of this state or to
the members, if any, or this corporation, to
be so prepared and delivered within the time
limits set by law.


ARTICLE 9.  IRS 501(C)(3) TAX EXEMPTION
PROVISIONS

Article 9, Section 1.  Limitations on
Activities
No substantial part of the activities of this
corporation shall be the carrying on of
propaganda, or otherwise attempting to
influence legislation (except as otherwise
provided by Section 501(h) of the Internal
Revenue Code), and this corporation shall not
participate in, or intervene in (including
the publishing or distribution of state-

ments), any political campaign on behalf or,
or in opposition to, any candidate for public
office.

Notwithstanding any other provisions of these
Bylaws, this corporation shall not carry on
any activities not permitted to be carried on
(a) by a corporation exempt from federal
income tax under Section 501(c)(3) of the
Internal Revenue Code, or (b) by a
corporation, contributions to which are
deductible under Section 170(c)(2) of the
Internal Revenue Code.

Article 9, Section 2.  Prohibition against
Private Inurement
No part of the net earnings of this
corporation shall inure to the benefit of, or
be distributable to, its members, directors
or trustees, officers, or other private
persons, except that the corporation shall be
authorized and empowered to pay reasonable
compensation for services rendered and to
make payments and distributions in
furtherance of the purposes of this
corporation.

Article 9, Section 3.  Distribution of Assets
Upon the dismissal of this corporation, its
assets remaining after payment, or provision
for payment, of all debts and liabilities of
this corporation shall be distributed for one
or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue
Code or shall be distributed to the federal
government, or to a state or local
government, for a public purpose.  Such
distribution shall be made in accordance with
all applicable provisions of the laws of this
state.


ARTICLE 10.  AMENDMENT OF BYLAWS

Article 10, Section 1.  Amendment
Except as may otherwise be specified under
provisions of law, these Bylaws may be
altered, amended, or repealed and new Bylaws
adopted by approval of the board of
directors.  A proposed amendment may
originate from the board of directors,
information providers, or any board-
sanctioned advisory group.


ARTICLE 11.  CONSTRUCTION AND TERMS

If there is any conflict between the
provisions of these Bylaws and the articles
of incorporation of this corporation, the
provisions of the articles of incorporation
shall govern.

Should any of the provisions or portions of
these Bylaws be held unenforceable or invalid
for any reason, the remaining provisions and
portions of these Bylaws shall be unaffected
by such holding.

All references in these Bylaws to the
articles of incorporation shall be to the
Articles of Incorporation, Articles of
Organization, Certificate of Incorporation,
Organizational Charter, Corporate Charter, or
other founding document of this corporation
filed with an office of this state and used
to establish the legal existence of this
corporation.

All references in these Bylaws to a section
or sections of the Internal Revenue Code
shall be to such sections of the Internal
Revenue Code of 1986 as amended from time to
time, or to corresponding provisions of any
future federal tax code.




ADOPTION OF BYLAWS


We, the undersigned, are all of the initial
directors of incorporators of this
corporation, and we consent to, and hereby
do, adopt the foregoing Bylaws, consisting of
these thirteen (13) preceding pages, as the
Bylaws of this corporation.

Dated: ________________