Bylaws of
             The National Public Telecomputing Network
                      A Nonprofit Corporation



ARTICLE I - GENERAL

   Section 1.   Purposes.   The corporation is organized to
promote, encourage and advance through publications, research,
teaching, communications, informational and other services:

   1.  The establishment, development and support of free,
open-access, community computer systems in cities throughout
the United States and elsewhere;

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

   3.  The provision of free informational resources to all
members of society through the use of computers, public
telephone networks, and other available means;

   4.  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;

   5.  The exchange and interchange, between and among
members, affiliates, and other individuals and organizations,
of information concerning the design, operation and content
of any free, open access community computer network system;

   6.  The development and implementation of new computer
and communications technologies in support of community
computer network systems; and

   7.  The development of Information Age knowledge and
skills among all persons, but especially among the youth of
this nation and the world.

Notwithstanding anything to the contrary herein, the
corporation is organized exclusively for charitable, religious,
educational, and scientific 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.

   Section 2.  Earnings.  No part of the net earnings of the
corporation shall inure to the benefit of or be distributable to
its members, trustees, officers, or other private persons, except
that the organization shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments
and distributions in furtherance of the purposes set forth in the
purpose clauses hereof.

   Section 3. Activities. No substantial part of the activities of
the organization shall be the carrying on of propaganda, or
otherwise attempting to influence legislation in, or intervene in
(including the publication or distribution of statements) any
political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of this document, the
organization shall not carry on any other activities not permitted
to be carried on (a) by an organization exempt from federal income
tax under section 501(c)(3) of the Internal Revenue Code, or (b)
by an organization, contributions to which are deductible under
section 170(c)(2) of the Internal Revenue Code, or corresponding
section of any future federal tax code.

   Section 4.  Membership.  The corporation shall have two
categories of membership: Members and Affiliates.

   Members shall consist of individuals, corporations, and
organizations who subscribe to and support the purposes of the
National Public Telecomputing Network.  Members shall be
classified at the time that payment is made of the annual
membership fee as: 1) Sponsors; 2) Members; 3) Associate Members;
and 4) Student/Senior Citizen Members.  Membership fees will be as
the board of directors may from time to time prescribe.

   Affiliates of the National Public Telecomputing Network shall
consist of organizations who: 1) are responsible for the operation
of community computer systems; 2) who subscribe to and support the
purposes of the National Public Telecomputing Network; 3) agree to
operate their systems in a manner consistent with the standards
set forth by the National Public Telecomputing Network; and 4) are
elected to affiliate status by majority vote of the board of
directors.

    The corporation may have such other categories and classes
of membership as may be provided for by the board of directors,
but, except as noted in Article V below, no member in any category
shall have the right to vote.


   Section 5.  Dissolution.  Upon the dissolution of the
organization, assets shall be distributed for one or more exempt
purposes within the meaning of section 501(c)(3) of the Internal
Revenue Code, corresponding section of any future federal tax
code, or shall be distributed to the federal government, or to a
state or local government, for a public purpose.  Any such assets
not disposed of shall be disposed of by the Court of Common Pleas
of the county in which the principal office of the organization is
then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine,
which are organized and operated exclusively for such purposes.



ARTICLE II - OFFICES

   The corporation shall have and continuously maintain in
Cleveland Heights, Cuyahoga County, Ohio a registered office and a
registered agent, whose office is identical with such registered
office, and may have other offices within or without the State of
Ohio, as the board of directors may from time to time determine.



ARTICLE III - BOARD OF DIRECTORS

   Section 1.  General Powers. The affairs of the corporation will
be managed by its board of directors, and all corporate powers
shall be exercised by the board of directors, except as otherwise
expressly required by the articles of incorporation, these bylaws,
or by law.

   Section 2.  Number, tenure and removal. The number of directors
shall be seven.  Five of these shall be elected by the affiliate
council (see Article V below), two shall be appointed by the
president.  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 three.  Each director
shall hold office for a period of two years and shall be re-
elected every two years by majority vote of the affiliate council
at the annual meeting of the corporation, or be re-appointed by
the president for a similar term.

   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.

   Honorary members of the board of directors may be elected by
a majority vote at any annual, regular, or special meeting of the
board.  Such members shall have no voting powers and are not
subject to re-election.

   Board members may be removed for good cause shown 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.

   Section 3.  Regular Meetings.  A regular annual meeting of the
board of directors shall be held in June of each year at such time
and place, either within or without the State of Ohio, as the
board by resolution may direct.  The board of directors may also
provide by resolution the time and place, either within or without
the State of Ohio, for the holding of additional regular meetings
of the board without other notice than such resolution.

   Section 4.  Special Meetings.  Special meetings of the board of
directors may be called by or at the request of the president.
Special meetings of the board may be held either within or without
the State of Ohio.

   Section 5. Special Meeting Notice. Notice of any special
meeting of the board of directors shall be given at least three
(3) days prior thereto by written notice delivered personally,
sent by registered U.S. Mail, by computerized communication, by
telefax, or by telegram.  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.  Any director may waive
notice of any meeting.  The attendance of any director at any
meeting shall constitute a waiver of notice of such meeting.

   Section 6.  Quorum. A majority of the board of directors, if it
includes the president, shall constitute a quorum for the
transaction of business at any meeting of the board.  All other
directors shall constitute a quorum if the president is unable to
attend.

   Section 7.  Manner of Acting.  The act of a majority of the
directors present at a meeting at which a quorum is present shall
be the act of the board of directors, except where otherwise
provided by law or by these bylaws.

   Section 8.  Vacancies.  Any vacancies occurring in the board of
directors, including a vacancy resulting from an increase in
number, may be filled by the affirmative vote of a majority of the
existing directors at a meeting in which a quorum of those
existing directors is present.

   Section 9.  Compensation.  Directors as such shall receive no
stated salaries for their services, provided that nothing herein
contained shall be construed to preclude any director from serving
the corporation in any other capacity and receiving compensation.

   Section 10. Voluntary Retirement. Any director may retire at
any time by notifying the president or the secretary in writing.
Such retirement shall take effect at the time therein specified.

   Section 11.  Action without a meeting.  Any action which is
required to be taken, or which may be taken, at a meeting of the
directors, may be taken if consent in writing, setting forth the
action, shall be signed by a majority of the directors.  Such
consent shall have the same force and effect as a resolution
passed at a regular or annual meeting.  Notification of proposed
action and of consent may be sent via U.S. Mail, computerized
communication, telefax, or telegram.

   The board of directors may participate in and/or hold a
meeting by means of which a quorum participates in the meeting and
all in it can hear each other (if done by telephonic or similar
means) or read each others responses (if done by real-time
computerized communication or similar means).  Participation in
such a meeting shall constitute presence in person at the meeting.

   Section 12.  Committees.  The board of directors, by resolution
adopted by the majority of the directors in office, may designate
and appoint such committees or sub-committees as it shall deem
appropriate.  Membership on each committee shall consist of two or
more directors, or at least one director and as many members of
the board of advisors as is deemed appropriate.  All committees
shall report their findings and recommendations to the board of
directors for consideration and approval unless the authority of
the board of directors has been specifically delegated to them by
a majority vote of the board.



ARTICLE IV - OFFICERS

   Section 1.  Officers.  The officers of the corporation shall be
a president, a vice-president, a treasurer, a secretary and such
other officers as may be elected in accordance with the provisions
of this article.  The board of directors may elect or appoint such
other officers as it shall deem desirable, such officers to have
the authority and perform the duties prescribed, from time to
time, by the board of directors.  Any two or more offices may be
held by the same person, except the offices of president and
secretary.

   Section 2.  Election and term of office.  The officers of the
corporation shall be elected by majority vote annually at the
regular annual meeting of the board of directors.  Vacancies may
be filled or new offices created andfilled at any meeting of the
board of directors.  Each officer shall hold office until his
successor has been duly elected and begun duties.

   Section 3.  Removal.  Any officer or agent elected or appointed
by the board of directors may be removed by majority vote of the
board of directors 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 an officer
or an agent shall not itself create contract rights.

   Section 4.  Resignations.  Any officer may resign at any time
by giving written notice to the president or the secretary.  Any
such resignation shall take effect at the date of receipt of such
notice or at any later time therein specified.  The acceptance of
such resignation shall not be necessary to make it effective.

   Section 5.  Vacancies.  A vacancy in any office because of
death, resignation, removal, or otherwise may be filled by the
board of directors for the unexpired portion of the term.

   Section 6.  President.  The president shall be the chief execu-
tive officer and chairman of the board of directors, shall
supervise all of the business and other affairs of the corpora-
tion, and shall preside at all meetings of the board of directors,
the affiliate council, the advisory board, and of the general
membership.  The president shall also be responsible for appoint-
ing two members of the board of directors to two-year terms on the
board.

   Section 7. Vice-President.  The vice-president shall act in
place of the president in the event of his absence, or physical
inability to act, and exercise and discharge any other duties as
may be required of him or her by the board.

   Section 8.  Treasurer.  The treasurer shall have charge and
custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable
to the corporation from any source whatsoever, and deposit all
such monies in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected in accordance
with Article V of these bylaws; and in general perform the duties
incident to the office of the treasurer and such other duties as
from time to time may be assigned by the president or board of
directors.  Certain duties of the treasurer may be delegated to
the president by the board of directors when such delegation would
be in the interests of the efficient operation of the corporation.

   Section 9.  Secretary.  The secretary shall keep the minutes of
the meetings of the board of directors in one or more books
provided for that purpose; see that all notices are duly given in
accordance with these bylaws or as required by law; be custodian
of the corporate records; and in general perform all duties
incident to the office of secretary and such other duties as from
time to time be assigned by the president or by the board of
directors.


ARTICLE V - AFFILIATE COUNCIL

   Section 1.  Membership.  Each duly admitted affiliate of the
National Public Telecomputing Network must select one person to be
a member of the affiliate council.  The term of this person shall
be two years, and he or she may be selected by whatever means the
individual affiliate deems advisable.  Affiliate council members
may succeed themselves in office.

   Section 2.  Powers.  The affiliate council shall have two
primary functions.  First, it shall advise the president and board
of directors on matters of network operations and policy.  In this
capacity the affiliate council shall be an advisory-only body and
shall have no power to bind the president or the board to any
particular position or course of action.

   Second, each year the affiliate council shall elect the board
of directors of the corporation.  During the initial election,
half of the candidates shall be for one-year terms, half for two-
year terms.  Each year thereafter the affiliate council shall
elect directors to two-year terms in such vacancies as may present
themselves.

   Section 3.  Regular Meetings.  A regular annual meeting of the
affiliate council shall be held in June of each year at such time
and place, either within or without the State of Ohio, as the
board by resolution may direct.  The board of directors may also
provide by resolution the time and place, either within or without
the State of Ohio, for the holding of additional regular meetings
of the council.

   Section 4.  Special Meetings.  Special meetings of the
affiliate council may be called by or at the request of the
president.  Special meetings of the council may be held either
within or without the State of Ohio.

   Section 5.  Special Meeting Notice.  Notice of any special
meeting of the affiliate council shall be given at least three (3)
days prior thereto by written notice delivered personally, sent by
registered U.S. Mail, by computerized communication, by telefax,
or by telegram.  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.  Any council member may waive
notice of any meeting.  The attendance of any council member at
any meeting shall constitute a waiver of notice of such meeting.

   Section 6.  Quorum.  A majority of the affiliate council shall
constitute a quorum for the transaction of business at any
meeting.


   Section 7.  Manner of Acting.  The act of a majority of the
council members present at a meeting at which a quorum is present
shall be the act of the affiliate council, except where otherwise
provided by law or by these bylaws.

   Section 8.  Vacancies.  Any vacancies occurring in the
affiliate council shall be filled by the affiliate within 60 days
of that vacancy being made known.

   Section 9.  Compensation.  Council members as such shall
receive no payment for their services, provided that nothing
herein contained shall be construed to preclude any council member
from serving the corporation in any other capacity and receiving
compensation.

   Section 10.  Voluntary Retirement.  Any council member may
retire at any time by notifying the president or the corporation
secretary in writing.  Such retirement shall take effect at the
time therein specified.

   Section 11.  Action without a meeting.  Any action which is
required to be taken, or which may be taken, at a meeting of the
affiliate council, may be taken if consent in writing, setting
forth the action, shall be signed by a majority of the council
members.  Such consent shall have the same force and effect as a
resolution passed at a regular or annual meeting.  Notification of
proposed action and of consent may be sent via U.S. Mail,
computerized communication, telefax, or telegram.

   The affiliate council may participate in and/or hold a
meeting by means of which a quorum participates in the meeting and
all in it can hear each other (if done by telephonic or similar
means) or read each others responses (if done by real-time
computerized communication or similar means).  Participation in
such a meeting shall constitute presence in person at the meeting.

   Section 12.  Committees.  The affiliate council, by resolution
adopted by the majority of the council members in office, may
designate and appoint such committees or sub-committees as it
shall deem appropriate.  Membership on each committee shall
consist of two or more council members, or at least one council
member and as many members of the board of advisors as is deemed
appropriate.  All committees shall report their findings and
recommendations to the full affiliate council for consideration
and approval unless the authority of the affiliate council has
been specifically delegated to them by a majority vote of the
council.


ARTICLE VI - BOARD OF ADVISORS

   Section 1.  Membership.  The president mayappoint any person
or persons to act in an advisory capacity to the corporation.
Such a group shall be known as the board of advisors.  The term of
office of such advisors shall be at the pleasure of the president.

   Section 2.  Powers.  The board of advisors shall be an
advisory-only body to the president.  They shall have no power to
bind the president or the corporation to any particular position
or course of action.

   Section 3.  Meetings.  Meetings of the board of advisors shall
be held with the frequency and at the time and place selected by
the president.

   Section 4.  Compensation.  There generally shall be no
compensation for members of the board of advisors, provided that
nothing herein contained shall be construed to preclude any member
of the board of advisors from serving the corporation in any other
capacity and receiving compensation.



ARTICLE VII - CONTRACTS, CHECKS
DEPOSITS AND FUNDS

   Section 1.  Contracts and other documents.  The board of
directors, except as by law, the articles of incorporation, or
these bylaws is otherwise required, may authorize any officer or
officers, agent or agents of the corporation to enter into any
contract or execute and deliver any instrument or document in the
name of and on behalf of the corporation.  Such authority may be
general or confined to specific instances.

   Section 2.  Checks, drafts, loans, etc.  All checks, drafts,
loans or other orders for payment of money, notes or other
evidence of indebtedness issued in the name of the corporation
shall be signed by the president or by such officer or officers,
agent or agents of the corporation and in such manner as shall be
from time to time determined by the board of directors.  In the
absence of such determination, such instruments shall be signed by
the treasurer.

   Section 3.  Deposits.  All funds of the corporation shall be
deposited to the credit of the corporation in such banks, trust
companies or other depositories as the board of directors may from
time to time select.

   Section 4.  Gifts.  The board of directors may accept on behalf
of the corporation any contribution, gift, bequest or device for
the general purposes or for any special purpose of the
corporation.


ARTICLE VIII - BOOKS AND RECORDS

    The corporation shall keep correct and complete books and
records of account and shall also keep minutes of the proceedings
of its board of directors and shall keep at the registered office
a record giving the names and addresses of the board of directors.
All books and records of the corporation may be inspected by any
director; or his agent or attorney for any proper purpose at any
reasonable time.


ARTICLE IX - FISCAL YEAR

   The fiscal year of the corporation shall begin on the first
day of July and end on the last day of June in each calendar year.


ARTICLE X - WAIVER OF NOTICE

   Whenever any notice whatever is required to be given under
the provisions of these bylaws, or under the provisions of the
articles of incorporation, or by the Nonprofit Corporation Act of
the State of Ohio, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether it be before or
after the time stated herein, shall be deemed equivalent to the
giving of such notice.


ARTICLE XI - AMENDMENTS TO THESE BYLAWS

   These bylaws may be altered, amended or repealed and new
bylaws may be adopted by a two-thirds vote plus one of the board
of directors at any annual, regular, or special meeting in which a
quorum is present.