Article I. Name

The name of this organization shall be Whitley County Community Network, Inc.

Article II. Purpose

The purpose of this corporation is to provide access to information networks which educate and inform locally,nationally, and globally.

Article III. Offices

The principal office of the corporation shall be located in the county of Whitley, state of Indiana.
The corporation shall have and continually maintain in the state of Indiana a registered office,
and a registered agent whose office is identical with such registered office, as required by the
Indiana Non-Profit Corporation Act. The registered office may be, but need not be, identical with
the principal office in the state of Indiana, and the address of the registered office may be changed
from time to time by the Board of Directors.

Article IV. Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the last day
of December in each year.

 Article V. 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 committees having the authority
of the Board of Directors.

Article VI. Board of Directors
Duties and Powers:The Board of Directors shall be the governing body of the Whitley County
Community Network, Inc. and all of its committees, employees, and agents. It shall establish policies
for the operation of the Whitley County Community Network, Inc., review all contracts annually
and provide direction concerning financial and administrative operations.

Membership of the Board of Directors

Numbers of Members and Length of Terms:The Board shall consist of the Officers of the Executive Committee and either two (2), (4) or (6) At-Large Directors. At-Large Directors shall be elected by the Board of Directors at the annual meeting and shall hold office for a term of two years unless they are suspended or choose to resign. Terms shall expire at the conclusion of the annual meeting and shall commence at the first regular meeting following the annual meeting. It is intended that their terms of office be staggered after the initial two-year term so that each year at least one (1) directorship shall be filled by election.

a. Nominating Committee:Prior to the annual meeting, the President shall appoint a Nominating Committee to consist of not less than two (2) members of the Board and shall designate the chairperson of the committee. The Nominating Committee shall present the list of nominees to the President for ballot preparation no later than one month prior to the annual meeting each year. Qualification for At-Large Board members shall be a subscriber in good standing; and a willingness to assume the duties and responsibilities of Board Membership if elected.

Balloting and Election Balloting shall be done at the annual meeting. The President shall appoint a committee to count all ballots received and report election results at the annual meeting of the Board. Board members must be present to vote.

Assumption of Office Newly elected members of the Board of Directors shall take office at the next regular meeting following their election.

Replacement of Board Members

Should any member of the Board of Directors miss three consecutive meetings without due cause, the President may declare the position vacated and a successor shall be elected by a majority of the Board to fill the vacancy.

Any board member may be removed by a majority of the Board of Directors whenever in its judgment the best interest of the corporation would be served.

Should any member of the Board resign or otherwise terminate his or her membership on the Board, a successor shall be elected by a majority of the Board..

Replacement members shall serve the remainder of the term to which they were elected.

Meetings of the Board

Regular Meetings of the Board shall be held at least once a month at a reasonable time and place to be designated by the President.

Special Meeting: Special meetings may be called at any time by the President, or one third (1/3) of the members of the Board. Notice of special meetings will be given at least 72 hours in advance of the meeting.

Order of Business; The order of business at any regular meeting of the Board shall be in
accordance with the Agenda which shall have prior approval of the President.

Parliamentary Procedure: Robert's Rules of Order, Revised@ shall govern at meetings
of the Board of Directors and members.

Quorum: One third (1/3) of the voting members of the Board shall constitute a Quorum for the transaction of business.

Article VII. Officers

Designation of Officers: The officers of the Board of Directors shall be President, Vice-President,

Treasurer, Secretary. The Vice-President assumes the office of President when the President's term
expires or otherwise becomes vacant. Each officer shall be a member of the Board of Directors, and
all officers shall be elected by the Board of Directors.

2. Eligibility: Nominees for the office of President,Vice-President,Secretary, and Treasurer must
be an employee or a Board Member of a governmental entity, a state accredited educational institution
located in Whitley County, or a current or past Board Member or a member of WCCN in good standing.

Selection and Term of Office: Nominations for officers shall be submitted by the Nominating Committee. Elections will be held at the first Board of Directors' Meeting following the Annual Meeting of the Corporation. Terms of office are one year.

Qualification, Duties, and Powers

The President shall be the Chief Executive Officer and shall preside at all meetings. The President shall, subject to approval of a majority of the Board, appoint chairpersons of committees and committee members as required. The President shall be ex-officio member of all committees except the Nominating Committee, and shall be empowered, with the Secretary, to sign contracts and obligations after approval of the Board of Directors, and to perform such duties as are required to effectively govern.

The Vice-President shall act in the absence of the President and is charged with the duty of coordinating the activities of the Board and Committees.

The Secretary shall keep the minutes of all meetings, have charge of such records as the Board may direct, maintain a register of all subscribers and their addresses and telephone number, and user ids, and perform all duties incident to the office of the Secretary.

The Treasurer shall prepare an annual budget for approval by the Board of Directors at their annual Board meeting. During the Treasurer's term of office he or she will supervise the execution of the budget for the Board. The Treasurer shall keep the Board of Directors informed of the financial status of the corporation, and make such recommendations as he or she deems necessary. The Treasurer shall write checks, make deposits and keeps all financial records and arrange for an annual outside audit of the corporation's books of account.

Executive Committee

The Executive Committee shall be composed of the President, Vice-President, Secretary, and Treasurer.

The Executive Committee shall, between all regular meetings of the Board of Directors, have all singular rights, powers, and duties of the Board of Directors, except the Executive Committee shall not:

authorize an expenditure of corporation funds in excess of $1,000;

amend the by-laws of the corporation, but shall have the power to recommend changes when appropriate;

enter into any contracts or agreements with third parties relating to the property or affairs of the corporation;

exercise any authority denied them by law.

The Executive Committee shall report to the Board of Directors its action on any matters affecting the affairs of the corporation at the next meeting of the Board of Directors.

Minutes of all Executive Meetings shall be written and maintained by the Secretary.

Financial Responsibility for the Affairs of the corporation rests with the Executive Committee. All disbursements shall be made by checks duly signed by the President or Vice-President and countersigned by the Treasurer.

Article VIII. Committees

The President, with the approval of the Board, may appoint chairpersons of ad hoc committees to assist in special aspects of corporation activities The chairpersons shall recommend their committee members, subject to approval of the Board. Ad hoc committees shall serve until relieved by the Board. Committee members may succeed themselves as necessary to assure continuity in corporation activities The Vice-President or any other Executive Committee member may be an ex-officio member of a committee when specifically designated by the President.

Standing Committees: The President may appoint, with the approval of the Board of Directors, standing committees for specific programs, such standing committees to continue in existence until dissolved by Board Action.

Duties and Powers: Standing Committees shall meet al least once each month, and shall submit a written report to the Board of Directors monthly for their consideration. Committees may not expend corporation funds without express prior approval of the Board. The functions and authority of a committee shall be designated in writing over the signature of the President.

 

Article IX. Indemnification

Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a Proceeding@), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director of officer of the corporation or while a director of the corporation is or was serving at the request of the corporation as a director, officer, trustee, employee, or agent of another corporation, trust or other incorporated or unincorporated enterprise, whether the basis of such proceeding is alleged action or inaction in an official capacity as director, officer, trustee, employee, or agent, or in any other capacity while serving as a director, officer, trustee, employee, or agent, or in any other capacity while serving as director, officer, trustee, employee, or agent shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Indiana Nonprofit Corporation Act as the same exists or may hereafter be amended. All such persons shall be indemnified and held harmless by the corporation against all expense, liability, and loss (including attorneys= fees, judgments, fines, taxes or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with the indemnified action or inaction and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors, and administrators.

The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the corporation the expensed incurred in defending any such proceeding in advance of its final disposition: provided, however, that the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer of the corporation in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The corporation may, by action of its Board of Directors, provide indemnification and advance expenses to employees and agents of the corporation and others permitted to be indemnified by the Indiana Nonprofit Corporation Act with the same scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.

If a valid claim pursuant to the above provisions of this Article is not paid in full by the corporation within ninety (90) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, in any, is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Indiana Nonprofit Corporation Act for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Indiana Nonprofit Corporation Act, nor an actual determination by the corporation (including its Board of Directors or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statue, provision of the corporation's Articles of Incorporation, by-laws, agreement, or disinterested director, or otherwise.

The corporation may maintain insurance, at its expense, or provide alternative financial arrangements including but not limited to providing a trust, letter of credit, or self-insurance to protect itself and any director, officer, trustee, employee, or agent of the corporation or another venture, trust, or other incorporated or unincorporated enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Indiana Nonprofit Corporation Act.

Article X. General

Nonprofit: The corporation may not engage in any activity of a commercial nature that would violate its status as a nonprofit corporation as defined in existing laws. The corporation may not engage in any partisan political activity.

Limitations of Debate: Every member of the Board of Directors shall be entitled to speak at any Board of Directors meeting on any relevant subject brought before the Board. The Chairperson of any meeting shall, at his or her sole discretion, have the power to limit debates.

Article XI. Dissolution of the Corporation

This corporation is an educational and information corporation not operated, and not to be operated, for profit. It is organized exclusively for educational and informational purposes and its property is to be used exclusively for carrying out such purposes. No officer, member, or employee of the corporation shall receive or may be lawfully entitled to receive any pecuniary profit from the operation of this corporation except for reasonable compensation for serving in effecting its purpose.

Upon dissolution or other termination of the corporation, no part of the property of the corporation, or any of the proceeds thereof, shall be distributed to, or inure to the benefit of, any of the members of the corporation, but shall be sold at public auction and the proceeds distributed first in payment of all liability of the corporation, and then to another nonprofit educational, informational or municipal corporation whose objective are deemed by the Board of Directors to be harmonious with the corporation and objective of the Whitley County Community Network, Inc., pursuant to IRS code governing 501(c) (3) corporations.

Article XII. Amendments

Any portion of these by-laws may be amended by approval of the majority of the Board of Directors. Any amendment to these by-laws requires that an amended copy be filed with the Indiana Secretary of State Corporations Division and with the U.S. Internal Revenue Service to assure continued qualification of the corporation as a bona-fide nonprofit corporation for tax purposes.

Article XIII. Membership Indiana Association of Community Networks

Whitley County Community Network will maintain a membership in good standing with the Indiana Association of Community Networks.

Article XIIII. Web Site

Whitley County Community Network will make available for public access from it’s web site the following.

1. Full text of the community network’s original Access Indiana funding proposal.
2. Full text of the organization’s by-laws.
3. Full text of the organization’s acceptable use policy.
4. Current and past budgets/financial statements.
5. Minutes/Summaries of all public meetings.

Whitley County Community Network, Inc., An Indiana non-profit Corporation

 By____________________________________________name,

President Date

 Attest:

 By____________________________________________name,