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By-Laws of Boone County Community Network

ARTICLE I

Identification

Section 1. Name. The name of the corporation is Boone County Community Network (hereinafter referred to as the "Corporation").

Section 2. Principal Office and Resident Agent. The post office address of the principal office of the Corporation is c/o Community Foundation of Boone County, PO Box 92, Zionsville, IN 46077; and the name and post office address of its Resident Agent is David Truitt, 129 North Meridian Street, Lebanon, IN 46052.

Section 3. Seal. The seal of the Corporation shall be circular in form and mounted upon a metal die, suitable for impressing the same upon paper. About the upper periphery of the seal shall appear the words "Boone County On-Line, Inc." and about the lower periphery thereof the word "Indiana". In the center of the seal shall appear the word "Seal".

Section 4. Fiscal Year. The fiscal year of the Corporation shall begin at the beginning of the first day of January in each year and end at the close of the last day of December next succeeding.

ARTICLE II

Purposes

Section 1. The purposes for which the Corporation is formed are those set forth in its Articles of Incorporation, as from time to time amended. Namely, to encourage, foster and stimulate communications on the "Internet" in conjunction with a program known as "Access Indiana", as established by the State of Indiana, which will enhance education, commerce, trade, business, finance and professional interest within Boone County, Indiana; to stimulate, encourage, enhance and promote cooperation and friendly exchange of information among educators and business people; to promote, advance, and stimulate civic, business, commercial, educational, industrial, and agricultural interest and general welfare in the county where the Corporation's operations are principally located; to acquaint and inform the public as to its objectives and to stimulate public opinion and reaction to these ends by providing access and information from the Internet to other civic, educational, commercial, industrial, social, and public features and organizations as well as foster, encourage, enhance and stimulate these purposes. In addition, to have the ability to lease and/or purchase hardware or software, or such necessary apparatus, system, service or idea, and without limiting the generality of the foregoing, all types of products which possess an internal intelligence for recognizing and correlating any type of data or information to be processed, pattern interpretation, recognition and memory systems and equipment, optical scanning, analog and digital computers, components, all types of electrical, mechanical. electromechanical, and electronic products and systems such as for analysis of visible, radar, sonar, or other inputs, voice recognition and identification of voice elements, as well as magnetic storage and drums.

To establish, maintain, and conduct training schools, courses, and programs in connection with the purchase, sale, lease, import, export, license, distribution, design, manufacture, or rental of machines, apparatus, appliances, information and merchandise, and of articles required in the use thereof or used in connection therewith.

Section 2. Further, to relieve and reduce unemployment; to promote and to provide for additional and maximum employment; to better and to maintain job opportunities; to instruct or train individuals to improve or to develop their capabilities for jobs; to carry on scientific research for the purpose of aiding the county by attracting industry to the community or area or by encouraging the development of, or retention of, an industry in the community or area; and to lessen the burdens of government and to otherwise act in the public interest.

Section 3. The Corporation is organized exclusively for charitable purposes as a non-profit corporation as the intended purposes are contained within the meaning and provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, and its activities shall be conducted for the foregoing purposes, and in accordance with the Internal Revenue Code, and in such a manner that no part of its net earnings will inure to the benefit of any member, director, officer, or individual.

ARTICLE III

Membership

Section 1. Membership Certificates. As provided by law, each member of the Corporation shall be entitled to a membership certificate signed by the President or Vice-President and attested by the Secretary, stating that he is a member of the Corporation and such other information as may be required by law. The form of such certificate shall be prescribed by resolution of the Board of Directors. Such membership certificate shall not be transferable.

Section 2. Any individual or organization who subscribes to the purposes and basic policies of the Corporation by their financial contributions may become a member of the Corporation subject only to compliance with the provisions of the By-Laws. Membership in the Corporation shall be available without regard to race, color, creed, or national origin or any manner of discrimination under the laws of the United States and the State of Indiana.

Section 3. The Corporation shall conduct an annual enrollment of members but persons may be admitted to membership at any time.

ARTICLE IV

Meetings of Members

Section 1. Place of Meetings. All meetings of members of the Corporation shall be held at such place, within or without the State of Indiana, as may be specified in the respective notices or waivers of notice thereof, or proxies to represent members thereat.

Section 2. Annual Meetings. The annual meetings of the members of this Corporation shall be held at the principal office of the Corporation, or, such place as may be specified in the respective notices or waivers of notice thereof, on the second Thursday in March of each year beginning with the year 1996. At this time there shall be elected by the members, a Board of Directors for the ensuing year, or until their successors are elected or chosen and qualified, and for the transaction of such other business as may properly come before the meeting. If, for any reason, the annual meeting of the members shall not be held at the time and place herein provided, or otherwise established, the same shall be held at any time thereafter, or the business to be transacted at such annual meeting may be transacted at any special meeting called for that purpose.

Section 3. Special Meetings. Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by written petition signed by at least one-tenth (1/10th) of the then members of the Corporation.

Section 4. Regular Meetings. Regular meetings of the Corporation may be held on the Second Thursday of each month at such place as the chairman shall designate and provide notice thereon unless otherwise provided by the Corporation or by the Board of Directors. Five (5) days' notice shall be given of any change of date or time.

Section 5. Notice of Meetings. A 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 or mailed by the Secretary or by the officers or persons calling the meeting, to each member of the Corporation at the time entitled to vote, at such address as appears on the records of the Corporation, or advertised by local media within the county in which the Corporation has its principal office, including newspaper and radio, and, where available to members, electronic mail, at least ten (10) days before the date of the meeting, or as otherwise provided by law. Notice of any such meeting may be waived in writing by any member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time and place thereof. Attendance at any meeting, in person or by proxy, shall constitute a waiver of notice of such meeting.

Section 6. Voting Powers. The officers having charge of the membership records shall make a complete list of the members entitled by the Articles of Incorporation to vote, with the address of each, which list shall be on file at the principal office of the Corporation and subject to inspection by any member.

Section 7. Number of Votes for Each Shareholder/Member. Every member shall have the right at every meeting of members to one (1) vote.

Section 8. Proxies. A member may vote only in person. No proxy shall be valid.

Section 9. Quorum. Unless otherwise provided by the Articles of Incorporation, at any meeting of members a majority of the members entitled to vote, represented in person, shall constitute a quorum.

ARTICLE V

Board of Directors

Section 1. Initial Election of Directors of the Board.

  1. Two (2) members for a term of Four (4) years.
  2. Three (3) members for a term of Three (3) years.
  3. Two (2) members for a term of Two (2) years.

As an initial term expires, each new member elected to the Board of Directors shall have a term of Three (3) years. Expiration of a member's term shall coincide with the annual meeting date of the corporation, but a Board member continues in office until his successor is elected. The purpose of the initial Board is to provide stagger of expertise, direction and continuity of the board composition.

Section 2. Election, Qualification and Term of Office. A board of nine (9) directors shall be elected from among the members by the members at each annual meeting of the members, to serve for three (3) years and until their successors have been chosen and qualified.

Section 3. Vacancies. Any vacancy occurring in the Board of Directors caused by death, resignation, increase in the number of directors, removal, or otherwise shall be filled by a majority vote of the remaining members of the Board, until the next annual meeting of the members.

Section 4. Removal of Directors. The Board of Directors or any individual director may be removed from office at any time by a vote of a majority in interest of the members entitled to vote at an election of directors at either an annual or special meeting of the members thereof.

Section 5. Regular Annual Meetings and Regular Meetings of Directors. Regular annual meetings of the Board of Directors shall be immediately following the annual meeting of the members for the purpose of electing officers and for the transaction of other business, and a regular meeting of the Board of Directors shall be held on the second Thursday of each month at the office of the Corporation, or at any other place and time as the Board of Directors or the Executive Committee shall from time to time designate, and no notice need be given of regular meetings or regular annual meetings held at such places.

Regular annual meetings and regular meetings of the Board of Directors or the Executive Committee may also be held at such other place as may be set forth in a written notice, stating the place, date and hour of such meeting, delivered, mailed (via U.S. Postal or Electronic) or telephoned by the Secretary to each director or member of the Executive Committee at least ten (10) days before the date of the regular annual meeting or forty-eight (48) hours before the regular meeting of the Executive Committee.

Section 6. Special Meetings of Directors. Special meetings of the Board of Directors shall be held on the call of the President, or a majority of the directors at the principal office of the Corporation or at such other place as may be set forth in notice of the meeting.

A written notice stating the place, date, hour and purpose or purposes for which a special meeting is called shall be delivered or mailed (via U.S. Postal or Electronic) to each director at least ten (10) days before the date of the meeting by the Secretary or by the person calling the meeting.

Section 7. Executive Committee. There shall be an Executive Committee consisting of the Board members who are also officers of the Corporation, and such additional members designated by the Board, who shall have and exercise all of the authority of the Board of Directors in the management of the Corporation.

Section 8. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if prior to such action a written consent to such action is signed by all members of the Board, or such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.

Section 9. Waiver of Notice. Notice of any meeting, no matter where held, may be waived in writing by any Director if the waiver sets forth the place, date and hour, and in the case of a special meeting, the purpose or purposes for which the meeting is called. Attendance at any meeting shall constitute a waiver of notice of such meeting.

Section 10. Quorum. A majority of the directors shall constitute a quorum for the transaction of business; but, if at any meeting, there be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

ARTICLE VI

Officers of the Corporation

Section 1. Enumeration. The officers of the Corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer; any two (2) or more offices may be held by the same person, except that the duties of the President and Secretary shall not be performed by the same person. The Board of Directors, by resolution, may create and define the duties of other offices in the Corporation and may elect or appoint persons to fill such offices.

Section 2. Vacancies in Term of Office. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified.

Section 3. President. The President shall be chosen from among the directors, shall preside at all meetings of members and directors, discharge all of the duties which devolve upon a presiding officer, and perform such other duties as this Code of By-Laws provides or the Board of Directors may prescribe.

Section 4. Vice-President. The Vice-President shall perform all duties incumbent upon the President during the absence or disability of the President and perform such other duties as this Code of By-Laws may require or the Board of Directors may prescribe.

Section 5. Secretary. The Secretary shall have the custody and care of the corporate seal, records and minutes of the Corporation. He/she shall attend all meetings of the members and of the Board of Directors, and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees appointed by the Board of Directors, when required. He/she shall attend to the giving and serving of all notices of the Corporation, shall file and take charge of all papers and documents belonging to the Corporation and shall perform such other duties as this Code of By-Laws may require or the Board of Directors may prescribe.

Section 6. Treasurer. The Treasurer shall keep correct and complete records on account, showing accurately at all times the financial condition of the Corporation.

Section 7. Fiscal Agent The Fiscal Agent shall be the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation. He/she shall immediately deposit all funds of the Corporation coming into his/her hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep such bank account in the name of the Corporation. He/she shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation, and shall perform such other duties as this Code of By-Laws may require or the Board of Directors may prescribe. The Treasurer may be required to furnish bond in such amount as shall be determined by the Board of Directors, if any.

Section 8. Delegation of Authority. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties of such officer to any other officer or to any director, for the time being, provided a majority of the entire Board of Directors concurs therein.

Section 9. Removal. All officers of the Corporation shall be subject to removal at any time by a vote of the majority of the Board of Directors.

Section 10. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, or to the President or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE VII

Indemnification of Directors and Officers

The Corporation shall indemnify any person made a party to any action, suit, or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer, or employee of the Corporation, or for any corporation which he served as such at the request of the Corporation against the reasonable expenses, including attorneys fees actually and reasonably incurred by him in connection with the defense of such action, suit, or proceeding or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. The Corporation may also reimburse to any director, officer or employee the reasonable costs of settlement of any such action, suit or proceedings, if it shall be found by majority of the committee composed of the directors not involved in the matter in controversy (whether or not a quorum) that it was to the interests of the Corporation that such settlement be made and that such director, officer, or employee was not guilty of negligence or misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled apart from the provisions of this Article.

ARTICLE VIII

Corporate Books

Except as otherwise provided by the laws of the State of Indiana, by the Articles of Incorporation of the Corporation, or by these By-laws, the books and records of the Corporation may be kept in such place or places within or without the State of Indiana as the Board of Directors may from time to time, by resolution determine.

ARTICLE IX

Contracts, Checks, Notes, Etc.

All contracts and agreements authorized by the Board of Directors, with the exception of loans to the Corporation, and all checks, bills of exchange and orders for the payment of money shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by any two of the following officers who are different persons: President, Vice-President, Treasurer or Secretary. The Board of Directors may, however, authorize any one of such officers to sign checks, drafts and orders for the payment of money singly and without necessity of counter-signature, and may designate employees of the Corporation, other than those named above, who may, in the name of the Corporation, execute drafts, checks and orders for the payment of money in its behalf. In regard to loans to the Corporation, unanimous consent and approval of the Board of Directors will be required and the President, Vice-President, Treasurer and Secretary shall sign the agreement.

ARTICLE X

The power to make, alter, amend or repeal this Code of By-Laws is vested in the Board of Directors, but the affirmative vote of a majority of the actual member of directors elected and qualified, from time to time, shall be necessary to effect any alteration, amendment of repeal of this Code of By-Laws.

ARTICLE XI

Non-Profit Operation

Section 1. Interest or Dividends Prohibited. The Corporation shall, at all times, be operated on a non-profit basis pursuant to section 501(c)(3) of the Internal Revenue Code and no interest or Dividends shall be paid by the Corporation to its members.

Section 2. Dissolution. In the event that the Corporation shall be dissolved, any assets available for the distribution shall be distributed to another not-for-profit corporation qualifying for such status under Section 501(c)(3) of the Internal Revenue Code.


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