COMMUNITY NETWORKING COOPERATIVE, INC. ARTICLE 1 Organization Section 1. Name The name of this corporation shall be COMMUNITY NETWORKING COOPERATIVE, INC. Section 2. Purposes The Corporation has been formed: 1. to develop and implement an integrated, interactive, information infrastructure; 2. to carry on any other business in connection with the foregoing; and 3. to have and exercise all of the powers conferred on nonstock, nonprofit corporations by the Commonwealth of Kentucky. Section 3. Existence The period of existence of the Corporation shall be as set in its Articles of Incorporation but the Corporation may be dissolved by the Board of Directors of the Corporation pursuant to the Articles of Incorporation and under policies and procedures set forth by said Board of Directors. Section 4. Address The initial address of the Corporation shall be Post Office Box 883, Owensboro, Kentucky 42302, and its initial principal office shall be 4800 New Hartford Road, Owensboro, Kentucky, and its initial registered agent and registered office shall be: Stephen M. Steele Suite 4, One Executive Boulevard P. O. Box 991 Owensboro, Kentucky 42302 ARTICLE II Membership Section 1. Members Membership in the Corporation shall be as defined by the Board of Directors and set forth in the Policies and Procedures of the Corporation. Section 2. Qualifications and Term The qualifications for membership in the Corporation, and the term of such membership, shall be set by the Board of Directors and may be amended from time-to-time by same. Nothing in these Bylaws shall require that the Corporation reinstate a member of the Corporation after such member has been removed for cause under policies and procedures set forth by the Board of Directors. Section 3. Powers Members shall have the right to attend meetings of the Corporation and vote in elections of the Corporation's directors. Members shall not have any rights of ownership or control over any of the assets of the Corporation nor shall any member be empowered to contractually bind the Corporation or incur debt in its name unless authorized to do so by the Board of Directors. Section 4. Meetings There shall be an Annual Meeting of the Corporation. Special meetings of the Corporation may be called at the direction of the Board of Directors. Notice shall be given pursuant to these Bylaws and the policies and procedures set forth by the Board of Directors as to the dates of annual and special meetings. Meetings and actions of the Corporation, and all of its committees, and the Board of Directors, and all of its committees, shall be governed by Robert's Rules of Order (newly revised). A quorum shall consist of one-fifth of the registered membership of the Corporation on the date notice of the meeting is first sent. Section 5. Resignation Any member of the Corporation may resign at any time by giving written, verbal or electronic notice to the Secretary of the Corporation. Any such resignation shall take effect on the date of receipt of such notice or at any later date specified therein. Any member may be required to resign for cause by a vote of three-quarters (3/4) of the Board of Directors. Conditions and procedures for required resignation shall be set forth by the Board of Directors in the policies and procedures manuals of the Corporation. ARTICLE III Directors Section 1. Number The Corporation shall have no less than five (5) nor more than fifteen (15) directors, and collectively they shall be known as the Board of Directors ("Board of Directors"). Section 2. Qualifications Directors shall be at least the age of majority. Other qualifications for directors of the Corporation may be set by the Board of Directors but, at a minimum, each Director shall possess the capacity to, and promise to, enforce and uphold these Bylaws, promote the goals of the Corporation, and serve without compensation. Section 3. Powers Subject to the provisions and limitations of the laws of Kentucky, the Articles of Incorporation and these Bylaws, the activities and affairs of the Corporation shall be conducted by and under the direction of the Board of Directors. The Board of Directors shall have the authority to amend these Bylaws and govern the affairs of the Corporation. Section 4. Duties It shall be the duty of each Director to: 1. Perform any and all duties imposed on them, collectively or individually, by law or under these Bylaws; 2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of the agents and employees of the Corporation; 3. Supervise all officers, agents and employees of the Corporation to assure that the duties of each are performed properly and in a timely fashion; 4. Meet at such times and places as required by these Bylaws; 5. Register his or her address with the Secretary of the Corporation, and notices of meetings mailed or otherwise communicated to such address shall be valid notices thereof. 6. Oversee the deposit into the Corporation's accounts of all revenues earned through grants, gifts or otherwise. Section 5. Elections The Board of Directors shall establish a thirty (30) day nominating period prior to the Annual Meeting of the Corporation. Nominating periods shall be announced, via electronic or U.S. Mail, to the then current members of the Corporation. Such announcements shall be made at least ten (10) days prior to the beginning of the nominating period. Other forms of announcement may be used, but are not required. Any person meeting the qualifications to become a director shall be eligible for nomination to the Board. Nominations for membership on the Board of Directors may be submitted by the Board of Directors or any member of the Corporation. Elections will be held at the Annual Meeting of the Corporation. Section 6. Term of Office At the first annual meeting of the Corporation, one-third of the Board of Directors shall be elected to one year terms, one-third shall be elected to two-year terms, and one-third shall be elected to three-year terms. Commencing at the second annual meeting of the Corporation, the term of office of each newly elected member of the Board of Directors shall be three years. No director shall serve as a member of the Board of Directors for more than two consecutive three-year terms. Directors may be removed from the Board of Directors for cause by three-fourths (3/4) of the Board of Directors. Section 7. Compensation Members of the Board of Directors shall receive no compensation. Section 8. Meetings Meetings of the Board of Directors will be held no less than four times a year, one of which shall be held immediately following the annual meeting of the Corporation, which shall be held initially during the month of January. Special meetings of the Board of Directors may be called at the request of the Chairperson of the Board of Directors. Section 9. Notice of Board Meetings Notice of regular and special meetings shall be given by the Secretary of the Corporation to each director at least ten (10) days prior to any regular or special meeting of the Board of Directors. Such notice may be sent via electronic or U.S. mail, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at such meeting. Whenever any notice of a meeting of the Board of Directors is required to be given to any director under provisions of these Bylaws or the laws of this State, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Quorum for Meetings. A quorum shall consist of a majority of the members of the Board of Directors. Section 10. Resignation Any member of the Board of Directors may resign at any time by giving written or electronic notice to the Board of Directors. Any such resignation shall take effect on the date of receipt of such notice or at any later date specified therein. Section 11. Vacancies Any vacancy on the Board of Directors may be filled by the Board of Directors for the remainder of the vacated term. Section 13. Non-Liability of Directors Directors of the Corporation shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. Section 14. Indemnification, and Hold Harmless of Directors Directors of the Corporation shall be defended, released, indemnified and held harmless by the Corporation to the fullest extent permissible under federal and state law. Section 15. Insurance for Corporate Agents Except as may be otherwise provided under provisions 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, but not limited to, any director, officer, or employee of 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 these Bylaws or provisions of law. ARTICLE IV Officers Section 1. Designation of Officers The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer, each of which shall be a member of the Board of Directors of the Corporation, and all of which shall be elected by the Board of Directors of the Corporation. Section 2. Selection and Term of Office Nominations for officers may be submitted by the Board of Directors. Elections will be held at the first Board of Directors' Meeting following the Annual Meeting of the Corporation. Terms of office are one year. Section 3. Resignation Any officer may resign at any time by giving written or electronic notice to the Board of Directors. Any such resignation shall take effect on the date of receipt of such notice or at any later date specified therein. Section 4. Vacancies Any vacancy of an office shall be filled by the Board of Directors for the remainder of the vacated term. Section 5. Duties of President The President shall conduct meetings of the Corporation and, as Chairperson of the Board of Directors, conduct meetings of the Board of Directors. Except as otherwise provided by law, or by these Bylaws, the President 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. Unless otherwise dictated by law, the President may sign checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the Corporation. Section 6. 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 duties of the President, and when so acting shall have all the powers of, and be subject to all restrictions on the President. Section 7. Duties of Secretary The Secretary shall: Certify and keep, at such place as the Board of Directors may determine, the original, or a current copy, of these Bylaws, as amended. Keep at such place as the Board of Directors may determine, the minutes of all meetings of the Board of Directors, and, if applicable, meetings of committees, 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. See that notices for all Corporation, Board of Directors and committee meetings are duly given in accordance with the provisions of these Bylaws or as required by law. Prepare and maintain Policies and Procedures manuals for the Corporation and the Board of Directors. Be custodian of the records and of the seal of the Corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the Corporation. Keep a log of the names and addresses of each member of the Corporation, and, in the case where any user has resigned or been terminated, record such fact in the log together with the date on which such membership ceased. To make available, at reasonable times, to any Director, these Bylaws, the user log and the minutes of the meetings of the Board of Directors. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, or by these Bylaws, or which may be assigned to him or her by the Board of Directors. Section 8. Duties of Treasurer The Treasurer shall: 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. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, issuing proper vouchers for such disbursements. 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. Exhibit, at reasonable times, the books of account and financial records to any director of the Corporation, on request thereof. Render to the President and directors, quarterly, and upon request, an accounting of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation. Prepare, or cause to be prepared, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, or by these Bylaws, or which may be assigned to him or her from time-to-time by the Board of Directors. Section 9. Compensation The officers of the Corporation shall receive no compensation. Section 10. Indemnification, and Hold Harmless of Officers The officers of the Corporation shall be defended, released, indemnified and held harmless by the Corporation to the fullest extent permissible under federal and state law. Section 11. Insurance for Corporate Officers Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any officer of the Corporation against liabilities asserted against, or incurred by, the officer in such capacity, or arising out of the officer's status as such, whether or not the Corporation would have the power to indemnify the officer against such liability under these Bylaws or provisions of law. ARTICLE V Committees Section 1. Committees The Corporation shall have such permanent, standing or ad hoc committees as may from time-to-time be designated by resolution of the Board of Directors. Section 2. Committee Membership Membership on a permanent or standing committee shall be open to any registered member of the Corporation. Committees may consist of persons who are not members of the Board of Directors, or officers, agents or employees of the Corporation. The Chairpersons of permanent or standing committees shall be appointed by the Board of Directors and shall serve at the pleasure of the Board. Section 3. Notice of Committee Meetings Each committee shall notify the Secretary of the Corporation at least five (5) days in advance of any committee meeting of the date, time and place of such meeting. ARTICLE VI Execution of Instruments, Deposits and Funds. Section 1. Execution of Instruments All contracts, notes, and binding documents of the Corporation shall be signed by the appropriate officer, or officers, of the Corporation. The Board of Directors shall set for policies and procedures which dictate which officer shall sign documents on behalf of the Corporation. Section 2. Fiscal Year The fiscal year of the Corporation shall be from January 1 through December 31, unless changed by the Board of Directors. Section 3. Audit An internal financial review shall be conducted by the Treasurer of Corporation annually and the results of such shall be presented to the membership of the Corporation at its Annual Meeting. Section 4. Delegation of Authority 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 or on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no director, officer, agent, or employee shall have any power or authority to bind the Corporation by contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Section 5. 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 or the President of the Corporation. Section 6. Deposits All funds of the Corporation shall be deposited from time-to-time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may direct. Section 7. Gifts The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the nonprofit purposes of the Corporation. ARTICLE VII Corporate Records, Reports and Seal. Section 1. Corporate Seal The Board of Directors may adopt, use, and, at will, alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. However, failure to affix the seal to corporate instruments, shall not affect the validity of any such instrument. Section 2. Board of Directors' Inspection Rights Each member of the Board of Directors shall have the absolute right, at any reasonable time, to inspect all books, records and documents of every kind, and the physical properties of the Corporation. Section 3. Periodic Reports The Board of Directors shall cause all annual and periodic reports required under law to be prepared and delivered to the appropriate governmental offices within the time limits set by law. Nothing contained in these bylaws shall prohibit the Board from hiring, retaining, or accepting donated services to meet this requirement. ARTICLE VIII Tax Exemption Provisions Section 1. Limitation on Political and Lobbying Activities No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or attempting to influence legislation in violation of Section 501(h) of the Internal Revenue Code, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, the 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 exempt under Section 170(c)(2) of the Internal Revenue Code. The Corporation may not include political advertisements, paid or unpaid, in any newsletter or in any other written or electronically transmitted material bearing the name or logo of the Corporation. Section 2. Prohibition Against Private Inurement No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 the Corporation. Section 3. Distribution of Assets In the event that the Corporation is dissolved, its assets remaining after the payment, or the provision for payment, of all debts and liabilities of the Corporation, shall be distributed for one or more exempt purposes within Section 510(c)(3) of the Internal Revenue Code, or shall be distributed to the federal, state or local government for a public purpose. Such distribution shall be in accordance with all applicable provisions of state and federal law. Section 4. Private Foundation Requirements and Restrictions In any taxable year in which the Corporation may be a private foundation as described in Section 509(a) of the Internal Revenue Code, the Corporation: shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; shall not retain any excess business holdings as denoted in Section 4943(c) of the Internal Revenue Code; shall not make any investments in such manner as may be prohibited in Section 4944 of the Internal Revenue Code; and shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code. ARTICLE IX Bylaws Section 1. Amendment The Board of Directors of the Corporation may approve, alter, amend, or repeal these Bylaws by majority vote. Section 2. Construction and Terms 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. ARTICLE X Miscellaneous Section 1. Arbitration In the event of any dispute arising from these Bylaws, or any transaction contemplated herein, including but not limited to matters related to membership in the Corporation, all such shall be resolved through binding arbitration, held in Owensboro, Kentucky, under the rules, then existing, of the American Arbitration Association, or such other recognized arbitration authority as the Board of Directors may from time-to-time designate. Section 2. General Policies The Corporation shall not discriminate in any programs or services, in the composition of its Board of Directors or committees of the Corporation, its employment practices, use of volunteer services, on the basis of handicap, age (other than majority), race, religion, gender or national origin. Section 3. Copyrights, Trademarks, Servicemarks, and Trade Secrets All copyrights, trademarks, servicemarks, and trade secrets in the name of the Corporation are the assets of the Corporation, are property of the Corporation, and can only be used for Corporation purposes, consistent with these Bylaws, and state and federal law. Section 4. Logo All registered copyrights, trademarks, servicemarks, and trade secrets of the Community Networking Cooperative and its acronym "CNC" may not be reproduced, distributed or otherwise used by or for any third party without the written approval of the Board of Directors. Section 5. Endorsements The Corporation may not endorse products or services. The Corporation name may be placed on items sold for fundraising purposes, or to thank donors or users, only with prior authorization from the Board of Directors. Section 6. Legal Action No legal action, including amicus briefs, can be taken by the Corporation without the prior approval of the Board of Directors. All amicus briefs shall be coordinated with such legal counsel as the Board of Directors designates. Section 7. Conflicts of Interest All board members, officers and employees of the Corporation shall avoid potential or real conflicts between their personal or financial interests and those of the Corporation. A conflict of interest may exist when the interests or concerns of any director, officer, employee, agent, or any such person's family, or any party, group or organization to which such person has allegiance, may be seen to compete with the interests, specific objectives, purposes or concerns of the Corporation, or when such person or group may unjustly derive a financial or other benefit from a relationship with the Corporation, or a person acting on behalf of the Corporation. Any question of conflict of interest shall be resolved pursuant to the procedures set forth in the Policies and Procedures manuals of the Board of Directors of the Corporation. IN WITNESS WHEREOF, the Corporation states that these Bylaws were adopted by the initial Board of Directors as of October, 1994. COMMUNITY NETWORKING COOPERATIVE, INC. By:___________________________________ Stephen M. Steele 28th day of September