BYLAWS OF SEATTLE COMMUNITY NETWORK ASSOCIATION

ARTICLE 1. PURPOSE

1.1.	The first objective of the Corporation shall be to develop, 
maintain and enhance a free community computer network.  This purpose 
includes providing open access to on-line information and communication 
services, encouraging the development of a wide range of community 
electronic information resources, and providing support for community 
development and empowerment for Seattle and the surrounding area.

1.2.	The second objective of the Corporation shall be:

(a)	to educate the public on issues concerning communities 
and information technology.

(b)	To encourage the participation of the broadest 
possible range of information providers, including voices historically 
under-represented by traditional mass media providers.

(c)	To promote responsible information technology policy 
and other activities that support the community network movement.

CHARACTER

1.3.	The character of the Corporation shall be that of a 
volunteer governed corporation, relying on membership involvement.  All 
corporate actions shall reflect the existing Seattle Community Network 
Association Policy Statement and Principles.

1.4.	The Corporation shall not discriminate based upon race, 
ethnic or national origin, religion, gender, sexual preference, age, or 
disability.

ARTICLE 2. OFFICES

2.1.	Registered Office and Registered Agent.  The registered 
office of the Corporation, and the office of its registered agent, shall 
be Hillis Clark Martin & Peterson, P.S., 500 Galland Building, 1221 
Second Avenue, Seattle, Washington 98101-2925, or such other place in 
the State of Washington as may be fixed from time to time by the Board 
of Directors upon filing of such notices as may be required by law.

2.2.	Other Offices.  The Corporation may have other offices 
within or outside the State of Washington at such place or places as the 
Board of Directors may from time to time determine.

ARTICLE 3. MEMBERSHIP

3.1.	To become a member of Seattle Community Network Association 
an applicant (a) shall pay the membership fee; (b) shall agree to 
comply during membership with the Bylaws; (c) shall agree that the 
membership may be terminated at any time by action of the Board of 
Directors in the manner as provided in these Bylaws for violations of 
such Bylaws or for any other conduct deemed by the Board of Directors to 
be prejudicial to the best interests of the Corporation.  An active 
member is one who has paid their annual membership dues.

3.2.	The membership of any member shall terminate upon occurrence 
of any of the following events:

(1)	The written resignation of the member.

(2)	The failure of a regular member to pay annual dues 
within the times set forth by the Board of Directors.

(3)	The determination by the Board of Directors, or a 
committee designated to make such determinations, that a regular member 
has failed in a material and serious degree to abide by the purposes and 
goals of the Corporation, particularly by taking any action which may 
impair the CorporationÕs tax exempt status under either state or federal 
law.

3.3.	Any application for membership or for the transfer of any 
existing membership may be rejected by the Board of Directors where it 
shall appear to such Board of Directors, after such investigation by 
them as they deem necessary, that the person or corporation applying for 
membership or transfer of membership has violated the Bylaws of the 
Corporation, or if the acceptance of such membership or the approval of 
such transfer, would be, in their judgment detrimental to the best 
interests of the Corporation.  The decision of the Board of Directors in 
each such case shall be final.

3.4.	No member of the Corporation shall have or receive any 
earnings of the Corporation except that a member may be an officer, 
director or employee of such Corporation and in which event such member 
may receive fair and reasonable compensation for their services as such 
officer, director or employee, except also that a member may receive 
principal and interest on monies loaned or advanced to the Corporation 
as hereinafter provided.  Any such earnings to a member as officer, 
director or employee shall only be paid upon authorization of the Board 
of Directors of the Corporation and for services actually rendered.  
Nothing herein shall prohibit a member, officer or director from being 
reimbursed for actual out-of-pocket expenses advanced or paid by them 
and for which they should be justly reimbursed without profit to 
themselves.

3.5.	The membership fee shall be fixed by the Board of Directors.  
The Board may, at its discretion, adjust the dues for membership over 
time, and may also reduce or waive dues on a case by case basis.

3.6.	Any member may advance or loan money to the Corporation and 
in such an event may have such money so advanced or loaned to the 
Corporation by them returned or repaid to them at such times and under 
such conditions as the Board of Directors and such member may determine 
and agree upon, but no such member shall receive any more than the 
principal sum of any monies so loaned or advanced together with simple 
interest at a rate to be determined by the Board of Directors.

3.7.	Each year every member of the Corporation who shall request 
such shall receive from the Corporation, free of charge, a copy of a 
review of all funds of the Corporation for the last preceding fiscal 
year prepared by an independent certified public accountant.

3.8.	Any member of the Corporation may, at any time during 
business hours, inspect at the office of the Corporation, free of 
charge, any records of the Corporation pertaining only to that member of 
the Corporation kept by the secretary or treasurer.
MEETINGS OF MEMBERS

3.9.	The annual meeting of the members of the Corporation shall 
be held either within or without the State of Washington within four (4) 
months after the close of fiscal year of the Corporation, the time and 
place to be designated by the Board of Directors of the Corporation, and 
on such notices as is hereinafter provided.

3.10.	Special meetings of the members may be held within or 
without the State of Washington, may be called by the president, by the 
secretary, by a majority of the Board of Directors or by written 
petition signed by not less than one-tenth (1/10) of all the active 
members authorized to vote at such meeting.

3.11.	At least thirty (30) days prior to any such regular or 
special meeting a written or printed notice stating the place and time 
of the meeting, and in case of a special meeting the purpose for which 
such meeting is called, shall be deposited in the post office at the 
principal place of business of the Corporation by the secretary or by 
the other officer or persons calling the meeting directed to each member 
of record of the Corporation entitled to vote at such meeting at their 
address as it then appears upon the records of the Corporation; and when 
so deposited, postage prepaid, such notice shall be deemed legal and 
sufficient notice of such meeting.  In case of the annual meeting of the 
members, such notice shall specify, in addition, whose terms, if any, 
are to expire, and whose places are to be filled at such annual meeting.  
Notice of any meeting of the members may be waived in writing filed with 
the secretary or by attendance in person.

3.12.	A quorum at any meeting of members shall consist of one 
percent (1%) of the full membership of the Corporation represented in 
person or by an authorized proxy agent.  A majority of such quorum may 
decide any question that may come before the meeting.

3.13.	Every person entitled to vote shall have the right to do so 
either in person or by agents authorized by a written proxy, signed by 
the person and filed with the Secretary of the Corporation prior to the 
vote.

3.14.	At all meetings of members, each full member shall be 
entitled to one (1) vote for each membership standing in the name of 
such member on the books of the Corporation; in case of corporate 
members such person who is a member in their own right or an authorized 
proxy agent and who is present at such meeting.  Voting may be by voice 
or ballot.

3.15.	The election of directors shall be held by ballot at the 
annual meeting of the members.  At lease three (3) minutes shall elapse 
after the last nomination is made for the office of director before 
nominations are closed for such office.

3.16.	The order of business at the annual meeting of the members 
and, so far as may be applicable, at all other meetings of the members 
shall be as follows:
A. Establishment of a Quorum;
B. Proof of Due Notice of Meeting;
C. Reading and Disposal of Any Unapproved Minutes;
D. Election of Directors;
E. Reports of Officers and Committees;
F. Unfinished Business;
G. New Business, Including at the Annual Meeting; and
H. Adjournment.
All meetings shall be conducted in the manner determined by the person 
acting as chair of the meeting, to the extent not inconsistent with the 
Articles and Bylaws of the Corporation.

ARTICLE 4. BOARD OF DIRECTORS

4.1.	Number and Powers.  The management of all the affairs, 
property, and interests of the Corporation shall be vested in a Board of 
Directors consisting of not less than three (3) nor more than fifteen 
(15) persons, the exact number to be determined by the Board, from time 
to time, but no decrease shall have the effect of shortening the term of 
any incumbent director.  Up to six (6) of the Directors may be ÒSpecial 
Directors,Ó elected and qualified by the Board.  The remaining 
Directors, ÒDirectors at Large,Ó shall be elected by the members as a 
whole.  Directors must be full members.  The Board of Directors elected 
at the initial annual meeting of members shall be divided into three 
classes (Class A, Class B, and Class C) each consisting, as nearly as 
possible, of one-third (1/3) of the total number of directors elected at 
that time.  The term of office of Class A directors shall expire at the 
next annual meeting following the annual meeting at which they are 
elected.  The term of office of the Class B directors shall expire at 
the next annual meeting thereafter.  The term of office of the Class C 
directors shall expire at the third annual meeting following the annual 
meeting at which they are elected.  At each annual meeting after the 
initial annual meeting, directors shall be elected for a term of three 
years to succeed the directors whose terms expire at such meeting.  
Directors shall serve until their successors are selected and qualified, 
or until they resign or are removed.  In addition to the powers and 
authorities expressly conferred upon it by these Bylaws and Articles of 
Incorporation, the Board of Directors may exercise all such powers of 
the Corporation and do all such lawful acts and things as are not by 
statute or by the Articles of Incorporation or by these Bylaws directed 
or required to be exercised or done by the members of the Corporation.

4.2.	Nominations.  All candidates for the Director at Large 
positions shall be nominated by a majority of the Board of Directors or 
by a petition from at least two percent (2%) of the regular membership.

4.3.	Change of Number.  The minimum and maximum number of 
directors may at any time be changed by amendment of these Bylaws, but 
no decrease shall have the effect of shortening the term of any 
incumbent director.

4.4.	Vacancies.  All vacancies in the Board of Directors, whether 
caused by resignation, death or otherwise, may be filled by the 
affirmative vote of a majority of the remaining directors even though 
less than a quorum of the Board of Directors.  A director selected to 
fill any vacancy shall hold office for the unexpired term of his or her 
predecessor, or if there is no predecessor, for the unexpired term of 
directors in the same Class, and until a successor is elected and 
qualified.

4.5.	Regular Meetings.  Regular meetings of the Board of 
Directors may be held at the registered office of the Corporation or at 
such other place or places, either within or without the State of 
Washington, as the Board of Directors may from time to time designate.  
The annual meeting shall be held at the same place as and immediately 
following the annual meeting of the members of the Corporation.

4.6.	Special Meetings.  Special meetings of the Board of 
Directors may be called at any time by the President or upon written 
request by any three (3) directors.  Such meetings shall be held at the 
registered office of the Corporation or at such other place or places as 
the directors may from time to time designate.

4.7.	Notice.  Notice of all special meetings of the Board of 
Directors shall be given to each director by ten (10) daysÕ prior 
service of the same by telegram, letter, telephone, electronic mail, or 
personally.  Such notice need not specify the business to be transacted 
at, nor the purpose of, the meeting.

4.8.	Quorum.  A majority of the whole Board of Directors shall be 
necessary and sufficient at all meetings to constitute a quorum for the 
transaction of business.

4.9.	Manner of Acting.  At a meeting at which a quorum is 
represented, action on a matter is approved if the votes cast favoring 
the action exceed the votes cast opposing the action, unless the vote of 
a greater number is required by law or by the Articles of Incorporation.  
The Board of Directors shall submit to the members at each annual 
meeting thereof a general statement of the business of the preceding 
year and a report of the financial condition of the Corporation prepared 
according to generally acceptable accounting principles.

4.10.	Order of Business.  The order of business at any meeting of 
the Board of Directors shall be as follows:
A. Roll Call;
B. Reading of Disposal of Any Unapproved Minutes;
C. Reports of Officers and Committees;
D. Unfinished Business;
E. New Business, Including, at the Annual Meeting, Election 
of Officers; and
F. Adjournment.
All meetings shall be conducted in the manner determined by the person 
acting as chair of the meeting, to the extent not inconsistent with the 
Articles and Bylaws of the Corporation.

4.11.	Waiver of Notice.  Attendance of a director at a meeting 
shall constitute a waiver of notice of such meeting, except where a 
director attends for the express purpose of objecting to the transaction 
of any business because the meeting is not lawfully called or convened.  
A waiver of notice signed by the director or directors, whether before 
or after the time stated for the meeting, shall be equivalent to the 
giving of notice.

4.12.	Registering Dissent.  A director who is present at a meeting 
of the Board of Directors at which action on a corporate matter is taken 
shall be presumed to have assented to such action unless the director 
shall file a written dissent or abstention to such action with the 
person acting as the secretary of the meeting before the adjournment 
thereof, or shall forward such dissent by registered mail to the 
Secretary of the Corporation immediately after the adjournment of the 
meeting.  Such right to dissent or abstain shall not apply to a director 
who voted in favor of such action.

4.13.	Executive and Other Committees.  The Board of Directors may 
appoint, from time to time, from its own number, standing or temporary 
committees consisting each of no fewer than two (2) directors.  Such 
committees may be vested with such powers as the Board may determine by 
resolution passed by a majority of the full Board of Directors.  No such 
committee shall have the authority of the Board of Directors in 
reference to amending, altering, or repealing these Bylaws; electing, 
appointing, or removing any member of any such committee or any director 
or officer of the Corporation; amending the Articles of Incorporation; 
adopting a plan of merger or adopting a plan of consolidation with 
another Corporation; authorizing the sale, lease, or exchange of all or 
substantially all of the property and assets of the Corporation other 
than in the ordinary course of business; authorizing the voluntary 
dissolution of the Corporation or adopting a plan for the distribution 
of the assets of the Corporation; or amending, altering, or repealing 
any resolution of the Board of Directors which by its terms provides 
that it shall not be amended, altered, or repealed by such committee.  
All committees so appointed shall keep regular minutes of the 
transactions of their meetings and shall cause them to be recorded in 
books kept for that purpose in the office of the Corporation.  The 
designation of any such committee and the delegation of authority 
thereto, shall not relieve the Board of Directors, or any member 
thereof, of any responsibility imposed by law.

4.14.	Remuneration.  No stated salary shall be paid directors, as 
such, for their service, but by resolution of the Board of Directors, a 
fixed sum and expenses of attendance, if any, may be allowed for 
attendance at each regular or special meeting of such Board; provided, 
that nothing herein contained shall be construed to preclude any 
director from serving the Corporation in any other capacity and 
receiving compensation therefor.  Members of special or standing 
committees may be allowed like compensation for attending committee 
meetings.

4.15.	Loans.  No loans shall be made by the Corporation to any 
director.

4.16.	Removal.  Any director may be removed at any time, with or 
without cause, by the affirmative vote of two-thirds (2/3) of the votes 
cast by members having voting rights with regards to the election of any 
director represented in person or by proxy at a meeting of members at 
which a quorum is present.

4.17.	Actions by Directors Without a Meeting.  Any action required 
or permitted to be taken at a meeting of the directors, or of a 
committee thereof, may be taken without a meeting by a written consent 
setting forth the action so to be taken, signed by all of the directors, 
or all of the members of the committee, as the case may be, before such 
action is taken.  Such consent shall have the same effect as a unanimous 
vote.  Any such action may also be ratified after it has been taken, 
either at a meeting of the directors or by unanimous written consent.

4.18.	Electronic Motions and Voting.  In an electronic vote of the 
Board, directors will vote ÒYes,Ó ÒNo,Ó or ÒAbstain.Ó  In the event that 
a director is not routinely electronically available, the Secretary will 
send a copy of the motion to arrive at least two (2) days prior to the 
scheduled voting date.  The Secretary will accept a telephone or written 
vote on that motion, but a telephone vote must be followed by written 
confirmation.  A motion for electronic vote shall have a voting schedule 
including a discussion period.  Results will be reported with the number 
of directors voting ÒYes,Ó ÒNo,Ó or ÒAbstain,Ó as well as the number of 
directors not voting.  Electronic votes will be recorded in the Minutes 
of the next Board meeting.

4.19.	Telephonic Or Other Electronic Meetings.  Members of the 
Board or any committee appointed by the Board may participate in a 
meeting of the Board or such committee by means of a conference 
telephone or similar communications equipment including electronic 
messaging, provided that all persons participating in the meeting can 
hear each other.  Subject to the notice requirements of Section 2.6 
above, such a meeting shall be considered a duly held meeting of the 
Board or the committee, and participation by such means shall constitute 
presence in person at the meeting.

ARTICLE 5. OFFICERS

5.1.	Designations.  The officers of the Corporation shall be a 
President, one or more Vice Presidents (one or more of whom may be 
Executive Vice Presidents), a Secretary and a Treasurer, and such 
Assistant Secretaries and Assistant Treasurers as the Board may 
designate.  All officers shall be elected for terms of one year by the 
Board of Directors.  Such officers shall hold office until their 
successors are elected and qualified.  Any two or more offices may be 
held by the same person, except the offices of President and Secretary.  
In addition to the powers and duties set forth hereinafter, the Officers 
shall have the powers and duties prescribed by the Board of Directors.

5.2.	The President.  The President shall preside at all meetings 
of the Board of Directors, shall have general supervision of the affairs 
of the Corporation, and shall perform such other duties as are incident 
to the office or are properly required of the President by the Board of 
Directors.

5.3.	Vice Presidents.  During the absence or disability of the 
President, the Executive Vice Presidents, if any, or any of the Vice 
Presidents in the order designated by the Board of Directors, shall 
exercise all the functions of the President.  Each Vice President shall 
have such powers and discharge such duties as may be assigned to him or 
her from time to time by the Board of Directors.

5.4.	Secretary and Assistant Secretaries.  The Secretary shall 
issue notices for all meetings, except for notices of special meetings 
of the Board of Directors which are called by the requisite number of 
directors, shall keep minutes of all meetings, shall have charge of the 
seal and the corporate books, and shall make such reports and perform 
such other duties as are incident to the office, or are properly 
required of the Secretary by the Board of Directors.  The Assistant 
Secretary, or Assistant Secretaries, in the order designated by the 
Board of Directors, shall perform all of the duties of the Secretary, 
and at other times may perform such duties as are directed by the 
President or the Board of Directors.

5.5.	The Treasurer.  The Treasurer shall have the custody of all 
monies and securities of the Corporation and shall keep regular books of 
account.  The Treasurer shall disburse the funds of the Corporation in 
payment of the just demands against the Corporation or as may be ordered 
by the Board of Directors (taking proper vouchers for such 
disbursements) and shall render to the Board of Directors from time to 
time as may be required, an account of all transactions undertaken as 
Treasurer and of the financial condition of the Corporation.  The 
Treasurer shall perform such other duties as are incident to the office 
or are properly required by the Board of Directors.  The Assistant 
Treasurer, or Assistant Treasurers, in the order designated by the Board 
of Directors, shall perform all of the duties of the Treasurer in the 
absence or disability of the Treasurer, and at other times may perform 
such other duties as are directed by the President or the Board of 
Directors.

5.6.	Executive Director.  The Board may select an Executive 
Director who shall be responsible for the administration and conduct of 
the business and affairs of the Corporation pursuant to guidelines 
established by the Board.  The Executive Director shall have full 
authority for direction of the employees of the Corporation, if any.  
The Executive Director, if selected, may be compensated for his or her 
services in that capacity in such amount and manner as the Board of 
Directors shall determine.

5.7.	Delegation.  If any officer of the Corporation is absent or 
unable to act and no other person is authorized to act in such officerÕs 
place by the provisions of these Bylaws, the Board of Directors may from 
time to time delegate the powers or duties of such officer to any other 
officer or any director or any other person it may select.

5.8.	Vacancies.  Vacancies in any office arising from any cause 
may be filled by the Board of Directors at any regular or special 
meeting of the Board.

5.9.	Other Officers.  The Board of Directors may appoint such 
other officers or agents as it shall deem necessary or expedient, who 
shall hold their offices for such terms and shall exercise such powers 
and perform such duties as shall be determined from time to time by the 
Board of Directors.

5.10.	Loans.  No loan shall be made by the Corporation to any 
officer.

5.11.	Term--Removal.  The officers of the Corporation shall hold 
office until their successors are chosen and qualified.  Any officer or 
agent elected or appointed by the Board of Directors may be removed at 
any time, with or without cause, by the affirmative vote of a majority 
of the whole Board of Directors, but such removal shall be without 
prejudice to the contract rights, if any, of the person so removed.

5.12.	Bonds.  The Board of Directors may, by resolution, require 
any and all of the officers to provide bonds to the Corporation, with 
surety or sureties acceptable to the Board, conditioned for the faithful 
performance of the duties of their respective offices, and to comply 
with such other conditions as may from time to time be required by the 
Board of Directors.

ARTICLE 6. DEPOSITORIES

The monies of the Corporation shall be deposited in the name of 
the Corporation in such bank or banks or trust company or trust 
companies as the Board of Directors shall designate, and shall be drawn 
from such accounts only by check or other order for payment of money 
signed by such persons, and in such manner, as may be determined by 
resolution of the Board of Directors.

ARTICLE 7. NOTICES

Except as may otherwise be required by law, any notice to any 
member or director may be delivered personally or by mail.  If mailed, 
the notice shall be deemed to have been delivered when deposited in the 
United States mail, addressed to the addressee at his or her last known 
address in the records of the Corporation, postage prepaid.

ARTICLE 8. SEAL

The corporate seal of the Corporation, if any, shall be in such 
form and bear such inscription as may be adopted by resolution of the 
Board of Directors, or by usage of the officers on behalf of the 
Corporation.

ARTICLE 9. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS

The Corporation shall indemnify its officers, directors, 
employees, and agents to the greatest extent permitted by law.  The 
Corporation shall have power to purchase and maintain insurance on 
behalf of any person who is or was a director, officer, employee, or 
agent of the Corporation or who is or was serving at the request of the 
Corporation as an officer, employee, or agent of another corporation, 
partnership, joint venture, trust, other enterprise, or employee benefit 
plan, against any liability asserted against such person and incurred by 
such person in any such capacity or arising out of any status as such, 
whether or not the Corporation would have the power to indemnify such 
person against such liability under the provisions of this Article.

ARTICLE 10. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records 
of account and shall keep minutes of the proceedings of its Board of 
Directors; and shall keep at its registered office or principal place of 
business, or at the office of its transfer agent or registrar, a record 
of its directors, giving the names and addresses of all directors.

ARTICLE 11. AMENDMENTS

The Board of Directors will not approve any alteration, amendment 
or repeal of the Bylaws of the Corporation that would adversely affect 
the rights of any class of members unless such alteration, amendment, or 
repeal shall have received the approval of two-thirds (2/3) of the 
members of such class.  The Board of Directors shall have power to make, 
alter, amend, and repeal the Bylaws of the Corporation by the 
affirmative vote of a majority of the directors present at a proper 
meeting of the Board of Directors; provided, that the Board will not 
approve any such alteration, amendment, or repeal that would be 
inconsistent with the Washington Nonprofit Corporation Act as it now 
exists or as hereafter amended, and Section 501(c)(3) of the Code.
Adopted by resolution of the CorporationÕs Board of Directors as 
of the ______ day of ___________________, 1996.





By:




Name:




Title
:
Secretary