Southern Vermont Broadband Cooperative Inc.

BYLAWS

Drafted: 3/31/2005 Adopted: 5/10/05

Authored by: CJ Vadnais

Project Coordinator

Article I

Charter and Objectives

Section I – Name

The name of the organization shall be known as the Southern Vermont Broadband Cooperative Inc. and shall be incorporated as a Marketing Cooperative conducting business and delivery of services as a civic consumer Cooperative.

Section II – Objectives

The objectives of the Southern Vermont Broadband Cooperative (SVBC) shall be to provide low cost high speed wireless Internet access for the legal residents of Stamford Vermont located in Bennington County. The area of coverage will be determined by the financial resources of the corporation, limitations due to geographic obstructions, and sufficient membership to warrant the erection of sufficient access points. The Southern Vermont Broadband Cooperative makes no guarantees to the availability and strength of a wireless signal to any specific location within the anticipated coverage area of any access point.

Article II

Participants and Structure

Section I – Participants

Any legal resident of the Town of Stamford who is in good standing with the Town of Stamford shall be considered eligible to become a member of the Southern Vermont Broadband Cooperative. Exceptions will be voted on a case by case exception by the Board of Directors. A single membership shall consist of all legal occupants of a single legal residence in the Town of Stamford.

Section II – Cooperative Membership

Membership is contingent upon the above stated guidelines for participation. In addition each member agrees to abide by the established Bylaws of the Cooperative and the Terms of Service agreement pursuant to SVBC's highspeed broadband provider. It is the responsibility of each member to read and understand the Bylaws of the Cooperative. Failure to adhere to the Bylaws of the Cooperative may, after a two thirds majority vote of all members in attendance, be removed from the Cooperative without any refunds of membership fees. Each single membership shall have one vote within the organization of the Cooperative for purposes of electing board members, conducting business, and amending the Bylaws of the Cooperative. Each member shall be required to invest an amount equal to the sum of the first and last months membership fees prior to being granted membership and issue of the necessary equipment as required to send and receive digital information over the Cooperative's wireless network. Members agree to pay each month's membership fees prior to the first of each month. Members are required to take reasonable measures to insure against unauthorized access of the Cooperative's network and restrict network use to computers and digital equipment within the possession of legal residents of each membership. Members are required to install, maintain, and employ current anti-virus and firewall protection on each computer or digital equipment used to connect to the Cooperative's network. Members must agree to use only the antenna, modems, cables and necessary equipment provided by the Cooperative as well as provide sufficient electrical surge protection for said components. Any unreasonable damage to said equipment is the responsibility of the member. Members are required to provide the Cooperative with written notification thirty (30) days prior to terminating their membership.

Section III – Meetings

All meetings of the Board of Directors or for the purpose of conducting Cooperative business shall be open to all current members of the Cooperative and with approval of the Board of Directors may be open to the general public. Notice of meetings must be posted in common public areas and on the corporation's web site fourteen (14) days prior to the meeting. Notice of meetings must provide the date, time, and location of the meeting as well as any planned items of discussion. Meetings will only be considered valid when a quorum of the Board of Directors is present. A quorum shall be considered a simple majority of the Board of Directors. The Board of Directors shall hold meetings at intervals deemed necessary to conduct regular business of the Cooperative and no fewer than once every sixty (60) days. In emergency situations, the President of the Board of Directors is granted permission to make decisions on behalf of the Cooperative provided all Board members are notified of said decisions within (7) days. An annual meeting open to all members of the Cooperative shall be conducted in May of the current fiscal year for the purpose of electing board members and amendment of Bylaws for the upcoming fiscal year. The Secretary of the Board of Directors shall record the minutes of all official Cooperative meetings. The minutes of meetings shall be made available for public viewing no later than three (5) business days after said meeting. Meeting minutes shall also be posted on the Cooperative's web site no latter than three (5) business days after said meeting.

Section IV – Financials

The fiscal year of the Cooperative shall be July 1^st to June 30^th. No board member, Cooperative member, or special committee member shall be compensated by the Cooperative or Cooperative member for their service. The Board of Directors reserves the right to hire consultants to the Cooperative as deemed necessary by a majority of Board Members.

Section V – Voting

All decisions, except as may be otherwise provided elsewhere in these Bylaws, regarding regular business of the Cooperative shall be made by a quorum of the Board of Directors at regular board meetings. All single memberships shall have one vote on matters under consideration by the Cooperative as a whole.

Section VI – Liability

Past, present, or future members of the Southern Vermont Broadband Cooperative agree to release from liability all of its present, former, and future Board of Directors and officers and the heirs, executors, and administrators of any such Board of Directors for any such expenses or damages that result from installation and or operation of any equipment or transmission or any other damages that my result, provided by said Cooperative. It is further agreed that all warranties, guarantees, and liabilities are limited to the warranties, guarantees, liabilities and conditions in effect from the manufacturer of the installed equipment. Any misuse, tampering with, or in any way altering of equipment or installation of equipment will void any warranty, guarantee, or liability of the manufacturer of said equipment and as a result all expenses and damages will be the direct responsibility of the past, present, or future member possessing said equipment.

For purposes of clarification, a future member is defined as any person or group of persons from a legal residence in the Town of Stamford Vermont who have agreed to the Bylaws of the Southern Vermont Broadband Cooperative and/or has received, installed, or had installed equipment from the Cooperative for purposes of transmitting and receiving transmissions over the Cooperative wireless network but has not yet paid membership dues.

Article III

Board of Directors

Section I – Membership

There shall be no more than eleven (11) and no fewer than five (5) members on the Board of Directors of the current fiscal year. Five (5) directors shall be elected to serve and hold office for a term of one (1) year. The five elected positions on the Board of Directors shall consist of a President, Vice-President, Treasure, Secretary, and Technical Advisor. In addition to the elected board members, the Board of Directors may include representatives from the Board of School Directors of the school district of the Town of Stamford Vermont and a representative from the Board of Selectmen of the Town of Stamford. Any elected board member who has served for five (5) consecutive fiscal years shall not succeed him/her self for another term unless he/she has been off the Board for at least one fiscal year.

Section II – Vacancies

If a vacancy exists on the Board, the Board is empowered to elect a new member to complete the term of the Board Member whose resignation or removal has created the vacancy.

Section III – Removal

A member of the Board of Directors may be removed for the following:

1. Absence from three (3) consecutive meetings of the Board.

2. Conviction of a felony

3. Intentional misrepresentation of the Board or Cooperative

4. Violation of the digital privacy of any member of the Cooperative

5. Or any other serious reasons as voted on by a 2/3 majority vote of the members of the Cooperative.

Article IV

Board Members and Responsibilities

The Officers of the Board shall be a President, a Vice President, a Secretary, a Treasurer, and a Technical Advisor. The Officers shall serve for the terms set forth in Article III – Section I or until such time as their successors are duly qualified and elected. Their duties are as follows:

1. The President shall preside over all meetings. The President shall have the usual powers of supervision and management as may be designated by the Board. The President shall act as the Cooperative's registered agent and is the person who accepts service of process of lawsuit papers on behalf of the Cooperative.

2. The Vice President shall, in the event of absence of the President, possess all the powers and perform all the duties of that office, until such time as the members of the Cooperative shall elect one of its members to fill the vacancy. The Vice President shall perform such other duties as the President and the Board may designate. The Vice President shall also be duly authorized to discharge any funds from the Cooperative in the absence of the Treasurer.

3. The Secretary shall keep the minutes of all meetings of the Cooperative as outlined in Article II Section III. The Secretary shall oversee all written correspondence concerning the business of the Board.

4. The Treasurer shall oversee all accounts receivable and payable. The Treasurer shall present statements to the Board at their regular meetings and an annual report at the annual meeting.

All elected members of the Board shall be responsible for any filings that are necessary for the Cooperative to maintain its status as a Market Cooperative.