©1998-2006 FortNet

FortNet Bylaws

ARTICLE I

Introduction

Section 1. Name.
These are the bylaws of the FortNet - The Community Information Network, a Colorado nonprofit 501 (c)(3) corporation ("FortNet"). These bylaws are adopted by the Board of Directors, under the authority of the Articles of Incorporation of FortNet, and pursuant to the goals, powers and limitations set out therein. FortNet may from time to time informally conduct its activities and correspond with others using the name "FortNet - The Community Information Network."

ARTICLE II

Offices

Section 1. Business Offices.
The principal office of FortNet in the State of Colorado shall be located at 213 Linden Street, Suite 230, Fort Collins, CO 80524. FortNet may have such other offices, either within or without the State of Colorado, as the Board of Directors may determine or as the affairs of FortNet may require from time to time.

Section 2. Registered Office.
Section 2. Registered Office. The corporation shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office, as required by the Colorado Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE III

Board of Directors

Section 1. General Powers.
The affairs of FortNet shall be managed by its Board of Directors. Directors need not be residents of the City of Fort Collins.

Section 2. Number, Tenure and Qualifications.
The number of Directors shall be between five (5) and fifteen (15), as determined from time to time by the Board of Directors. Each Director shall hold office for a three year term until the annual meeting and until such Director's successor shall have been elected and qualified; provided, however, that the initial Directors shall serve staggered terms of one (1), two (2) and three (3) years with those receiving the greater number of votes serving longer terms. Each Director's term shall begin on the first day of January and end on the last day of December unless such Director is appointed to fill the remaining term previously created by a vacancy. No Director shall serve more than two consecutive terms, but a Director who has served two consecutive terms may again be elected, provided at least thirty-six (36) months have elapsed between the end of such Directors allowable term of office and the date the Director's new term of office commences. Directors shall be elected from a slate of candidates proposed by a nominating committee of the Board of Directors according to such rules and guidelines as the Board of Directors may establish.

Section 3. Annual Meeting.
The annual meeting of FortNet shall occur on the first regular meeting of the board of directors held in December at the Office of FortNet, with no other notice than this Bylaw; provided that the Board of Directors may by official action choose to hold such meeting at a different date, time or place pursuant to notice as otherwise prescribed in these Bylaws.

Section 4. Regular Meetings
A regular meeting of the Board of Directors shall be held at least quarterly at a time and location to be determined by the Board of Directors. The Board of Directors may provide by resolution the time and place, either within or without the State of Colorado, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 5. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the Chairman, the President or any three Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board called by them.

Section 6. Notice of Meetings.
Notice of each meeting of Directors, whether annual, regular or special, shall be given to each Director. If such notice is given (a) by personally delivering written notice to a Director; (b) by personally telephoning such Director; or (c) by sending such Director notice via electronic mail, it shall be so given at least two (2) days prior to the meeting. If such notice is given either (a) by depositing a written notice in the United States mail, postage prepaid, or (b) by transmitting a cable or telegram, in all cases directed to such Director at his residence or place of business, it shall be so given at least four (4) days prior to the meeting. The notice of all meetings shall state the place, date and hour thereof, but need not, unless otherwise required by statute, state the purpose or purposes thereof.

Section 7. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 8. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

Section 9. Vacancies.
Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of two-thirds of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 10. Compensation.
Directors as such shall not receive any stated salaries for their services, 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 the Board.

Section 11. Informal Action by Directors.
Any action required or permitted by law to be taken at a meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

Section 12. Meetings by Telephone.
Members of the Board of Directors or any committee designated thereby may hold or participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time.

Section 13. Removal.
Any Director may be removed by an affirmative vote of two-thirds of the Board if the Board determines by such vote that removal would be in the best interest of FortNet; provided, however, that any Director may be removed by affirmative vote of a majority of the Board if such Director is: (a) absent from two consecutive meetings without valid excuse, as determined at the end of each missed meeting by those Directors then present; (b) found by the Board to have engaged in fraudulent conduct or self-dealing; or (c) otherwise determined by the Board to have violated his or her fiduciary duties as a Director.

ARTICLE IV

Officers

Section 1. Officers.
The officers of FortNet shall be a Chairperson, a President, a Director of Operations, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term of Office.
The officers of FortNet shall be elected annually by the Board of Directors at the annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors.

Section 3. Removal.
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of FortNet would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairperson and President.
The Chairperson and the President shall be the principal executive officers of FortNet and shall in general supervise and control all of the business and affairs of FortNet. They shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary or any other proper officer of FortNet, contracts or other instruments which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of FortNet. In general, the Chairperson and the President shall perform all duties incident to the office of Chairperson and President, respectively, and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Director of Operations.
In the absence of the Chairperson or the President or in event of their inability or refusal to act, the Director of Operations shall perform the duties of the Chairperson or President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson or the President. The Director of Operations shall perform such other duties as from time to time may be assigned by the Chairperson, the President or the Board of Directors.

Section 7. Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of FortNet; receive and give receipts for moneys due and payable to FortNet from any source whatsoever, and deposit all such moneys in the name of FortNet in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairperson, the President or by the Board of Directors.

Section 8. Secretary.
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of FortNet and see that the seal of FortNet is affixed to all documents, the execution of which on behalf of FortNet under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post-office address of each member which shall be furnished to the Secretary by such member and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairperson, the President or by the Board of Directors.

Section 9. Assistant Treasurers and Assistant Secretaries.
If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

ARTICLE V

Committees

Section 1. Committees of Directors.
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of FortNet, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any Director or officer of FortNet; restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of FortNet; authorizing the voluntary dissolution of FortNet or revoking proceedings therefor; adopting a plan for the distribution of the assets of FortNet; or amending, altering or repealing any resolution of the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.

Section 2. Other Committees.
Other committees not having and exercising the authority of the Board of Directors in the management of FortNet may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Any member thereof may be removed by the person or persons authorized to appoint such members whenever in their judgment the best interests of FortNet shall be served by such removal.

Section 3. Term of Office.
Each member of a committee shall continue as such until the next annual meeting of the members of FortNet and until the committee member's successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman.
One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules.
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

ARTICLE VI

Advisory Board

Section 1 Appointment.
The Board of Directors from time to time shall appoint individuals to an Advisory Board, providing such individuals have consented to said appointment.

Section 2 Nature and Tenure.
The Advisory Board shall act in accordance with guidelines provided by the Board of Directors. Advisory Board members shall serve on the Advisory Board at the discretion of the Board of Directors, until such time as they may resign, or be replaced or removed by the Board.

ARTICLE VII

Indemnification

To the extent permitted or required by the act (as defined below) and any other applicable law, if any Director or officer (as defined below) of FortNet is made a party to or is involved in (for example as a witness) any proceeding (as defined below) because such person is or was a Director or officer of FortNet, FortNet (I) shall indemnify such person from and against any judgments, penalties, fines (including but not limited to ERISA excise taxes), amounts paid in settlement and reasonable expenses (including but not limited to expenses of investigation and preparation, and fees and disbursements of counsel, accountants or other experts) incurred by such person in such proceeding, and (II) shall advance to such person expenses incurred in such proceeding.

The corporation may in its discretion (but is not obligated in any way to) indemnify and advance expenses to an employee or agent of FortNet to the same extent as to a Director or officer.

The foregoing provisions for indemnification and advancement of expenses are not exclusive, and FortNet may at its discretion provide for indemnification or advancement of expenses in a resolution of its members or Directors, in a contract or in its articles of incorporation.

Any repeal or modification of the foregoing provisions of this article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law, and all other provisions or parts shall remain in full force and effect.

A. Act.
The term act means the Colorado Nonprofit Corporation Act as it exists on January 1, 1994, the date this article is adopted, and as the Colorado Nonprofit Corporation Act may be thereafter amended from time to time. In the case of any amendment of the Colorado Nonprofit Corporation Act after the date of adoption of this article, when used with reference to an act or omission occurring prior to effectiveness of such amendment, the term "act" shall include such amendment only to the extent that the amendment permits a corporation to provide broader indemnification rights than the Colorado Nonprofit Corporation Act permitted prior to the amendment.

B. Director or Officer.
The term Director or officer means (I) a Director or officer of FortNet and (II) while an individual is a Director or officer of FortNet, the individual's serving at FortNet's request as a Director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, and (III) any other position (not with FortNet itself) in which a Director or officer of FortNet is serving at the request of FortNet and for which indemnification by FortNet is permitted by the act.

C. Proceeding.
The term proceeding means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

D. Code.
The term Code means the Internal Revenue Code of 1986, as amended from time to time.

Limitation.

Notwithstanding any other provision of this Article VI, during any period that FortNet is a "private foundation" within the meaning of section 509 of the Code, or any corresponding provision of any future United States tax law, FortNet shall not indemnify any person from or against or advance to any person the cost of, such expenses, judgments, fines, or amounts paid or necessarily incurred, nor shall FortNet purchase or maintain such insurance, to the extent that any such indemnification, purchase, or maintenance would be determined to be an act of self-dealing within the meaning of section 4941 of the Code, to be a taxable expenditure within the meaning of section 4945 of the Code, or to be otherwise prohibited under the Code, unless and to the extent (i) a court orders such indemnification, or (ii) the purchase or maintenance of such insurance can be treated as reasonable compensation to such person.

ARTICLE VIII

Contracts, Checks, Deposits, Gifts and Proxies

Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of FortNet, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of FortNet, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of FortNet, shall be signed by such officer or officers, agent or agents of FortNet and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of FortNet.

Section 3. Deposits.
All funds of FortNet shall be deposited from time to time to the credit of FortNet in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts.
The Board of Directors may accept on behalf of FortNet any contribution, gift, bequest or devise for the general purposes or for any special purpose of FortNet.

Section 5. Proxies.
Unless otherwise provided by resolution adopted by the Board of Directors, the President or any Vice President may from time to time appoint one or more agents or attorneys in fact of FortNet, in the name and on behalf of FortNet, to cast the votes which FortNet may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by FortNet, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of FortNet as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of FortNet and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE IX

Membership

Section 1. Requirements.
The Board shall set any and all membership levels and requirements, including, but not limited to, fees, dues, residency and any other requirements, except for those in violation of the Non Discrimination Policy as noted below.

ARTICLE X

Nondiscrimination Policy

Under no circumstances shall an individual's race, sex, religious affiliation, national origin, or sexual preference be criteria used to limit or favor membership, appointment to the Board or Advisory Board, or to affect any other decision making process.

ARTICLE XI

Contractual Obligations

All deeds, leases, transfers, contracts, bonds, notes and other obligations (including checks) authorized on behalf of FortNet shall be signed by the officer or agent appointed in accordance with these bylaws.

ARTICLE XII

Fiscal Year

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

ARTICLE XIII

Books and Records

FortNet shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members. Any person with a proper purpose in relation to FortNet may, after a written request, inspect and copy FortNet's books and records, and may do so through his or her attorney or agent. The Board may establish reasonable inspection and copying fees to cover material and labor involved. A member of FortNet can request that a financial audit be performed by an accounting firm of his or her choice, providing that said member cover all associated costs and fees, and that said member does not subject FortNet to more than one audit per year.

ARTICLE XIV

Corporate Seal

The corporate seal shall be in such form as shall be approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The impression of the seal may be made and attested by either the Secretary or an Assistant Secretary for the authentication of contracts or other papers requiring the seal.

ARTICLE XV

Waiver of Notice

Whenever any notice is required to be given under the provisions of the Colorado Nonprofit Corporation Act or under the provisions of the articles of incorporation or the bylaws of FortNet, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVI

Amendments to Bylaws

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days' written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.

ARTICLE XVII

Miscellaneous Provisions

Section 1. Construction.
These bylaws shall be construed in accordance with the laws of the State of Colorado. All reference in these bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

Section 2. Headings.
The headings used in these bylaws are used for convenience and shall not be considered in construing the terms of these bylaws.

CERTIFICATE OF THE SECRETARY

I certify that I am the duly elected and acting Secretary of FortNet and that the foregoing bylaws constitute the bylaws of the Corporation. These bylaws were duly adopted at a meeting of the Board of Directors held on January 09, 1997.

________________________
Thomas P. Ryan, Secretary
FortNet - The Community Information Network - FortNet