Section 1.1. Name.

The name of this corporation shall be Waynet, Inc., hereinafter referred to as "Corporation."

Article II
Purposes

Section 2.1. Purposes.

The purposes of Waynet, Inc. are:

1. To establish, operate, and maintain the mutually desirable service of a computer web site, providing information to individuals and organizations in the area community substantially at cost on a mutual basis;

2. To promote greater public access to information concerning the available services, activities, and resources of educational, cultural, commercial, governmental, religious, business and civic organizations and institutions through operation of the web site;

3 Exclusively perform charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III
Members

Section 3.1. Membership Requirements.

Individuals, institutions, agencies, and businesses may become members of the Corporation by paying the annual fee and maintaining links between member’s pages and Waynet, Inc.'s web site.

Section 3.2. Types of Memberships.

1. Non-profit Memberships

A Non-profit organization officially recognized as tax-exempt by the U.S. Federal Government may become a nonprofit member of the Corporation. Member organizations must designate one voting member to vote in monthly, special, and annual meetings. Such voting member may designate an alternate to fully participate in the meetings on their behalf.

2. Corporate Memberships

A corporation or partnership serving the Wayne County area and not eligible for nonprofit membership may become a corporate member of the Corporation. Corporate members must designate one voting member to vote in monthly, special, and annual meetings. Such voting member may designate an alternate to fully participate in the meetings on their behalf.

3. Individual Memberships

An individual person may become a member of the Corporation. Individuals may vote in monthly, special, and annual meetings.

Section 3.3. Annual Meeting.

An annual meeting shall be held on or about the first week of September for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Indiana, such meeting shall be held on the next succeeding business day.

Section 3.4. Special Meetings.

Special meetings of the members may be called by the president, the Board of Directors or not less than ten percent (10%) of the members having voting rights, in the event at least ten percent (10%) of the members having voting rights sign, date, and deliver to the Corporation's secretary at least one written demand of the meeting describing the purpose for which the meeting is to be held. The close of business on the thirtieth (30th) day before deliver of the demand for a special meeting to a corporate officer is the record date for the purpose of determining the requirement of ten percent (10%) of the members calling such special meeting has been met.

Section 3.5. Place of Meeting.

The Board of Directors may designate any place, either within or without the State of Indiana, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Indiana but if all members shall meet at any time and place, either within or without the State of Indiana and consent to the holding of a meeting, such meeting shall be valid without notice, and at such meeting any corporate action may be taken.

Section 3.6. Notice of Meetings.

A written or printed notice stating the place, day and hour of the meeting and, in the case of special meeting, the purpose for which the meeting is called, shall be delivered, mailed or emailed by the secretary, or by the officer of the person calling the meeting to each members of record entitled to vote at that meeting, at the address which appears in the records of the Corporation, at least ten (10) days before the date of meeting. Notice of any meeting of members may be waived in writing filed with the secretary or by attendance in person.

Section 3.7. Informal Action by Members.

Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 3.8. Quorum.

A group of persons qualified to vote as members at any meeting, represented in person or by proxy, whose number is equal to the number of Directors, shall constitute a quorum.

Section 3.9. Proxies.

At any meeting of members, a members entitled to vote may vote by proxy executed in writing by the members of his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 3.10. Voting List.

The secretary, or assistant secretary of the Corporation, shall keep at all times, at the principal office of the Corporation, a complete and accurate list of all members entitled to vote at any meeting of the members which may be inspected by any members, for any purpose, for any reasonable time.

Section 3.11. Participation in Meetings by Electronic Communication.

Any or all members may participate in an annual meeting or special meeting of the members by, or through the use of, any means of communication by which all members participating may simultaneously communicate with each other during the meeting. Participation by any such member by this means shall be deemed to constitute presence in person at such meeting.

Article IV
Board of Directors

Section 4.1. General Powers.

The control and management of the affairs of the Corporation shall be vested in its Board of Directors. Directors must be members of the Corporation.

Section 4.2. Numbers and Tenure.

The number of Directors shall be twelve (12). Each Director shall hold office for a term of two (2) years or until his/her successor shall have been elected and qualified. Each Director shall be eligible for re-election. The Board of Directors shall have the right to increase or decrease within the limits prescribed in the Articles of Incorporation the number of Directors by a vote of the majority of Directors present at a properly called meeting of the Board of Directors.

Section 4.3. Election of Directors.

Each director shall be assigned one vote, provided that they are in good standing.

Section 4.4. Composition.

The Board may reflect the diversity of the community with respect to race, gender, and age. Nominees should represent the educational well-being of the community through formal or informal relationships to elementary, secondary, and post-secondary institutions, public or private universities and colleges, informal learning institutions (museums, libraries, etc.), government officials, businesses, and service providers.

Section 4.5. Nominees.

Prior to the annual meeting, the Board and members may nominate individuals to serve as Directors of the Corporation. Nominees should be representative of the following categories: schools, libraries, social service agencies, not-for-profit agencies, community agencies, businesses, and government.

Section 4.6. Regular Meetings.

A regular annual meeting of the Board of Directors may be held without other notice than these By-Laws, immediately after, and at the same place as, the annual meeting of the members. The Board of Directors may provide by resolution the time and place, either within or without the State of Indiana, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4.7. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the president or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Indiana, as the place for holding any special meetings called by them.

Section 4.8. Notice of Special Meetings.

Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally, sent by mail or email to each Director at the address shown by the records of the Corporation. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of any notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board needs to be specified in the notice, or waiver of notice of such meeting, unless specifically required by law or these By-Laws.

Section 4.9. Quorum.

A majority of the entire Board of Directors shall constitute a quorum. However, when filling vacancies occurring in the Board of Directors, a majority of the existing Directors shall constitute a quorum.

Section 4.10. Manner of Action.

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.

Section 4.11. Informal Action by Directors.

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 of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

Section 4.12. Participation in Meetings by Electronic Communication.

Any or all Directors may participate in an annual meeting or special meeting of the Board of Directors by, or through the use of, any means of communication by which all Directors participating may simultaneously communicate with each other during the meeting. Participation by any such Director by this means shall be deemed to constitute presence in person at such meeting.

Section 4.13. Power to Make By-Laws.

The Board of Directors shall have the power to make and alter any by-law or by-laws, including the fixing and altering the number of Directors.

Section 4.14. Power to Elect and Appoint Officers.

The Board of Directors shall select a president, one or more vice-presidents, a secretary and a treasurer. The Board shall have the power to appoint such other officers and agents as the Board may deem necessary for transaction of the business of the Corporation. Any officer or agent may be removed by the Board of Directors whenever, in the judgment of the Board, the interests of the Corporation will be served thereby. The Board shall also have power to fill any vacancy in any office occurring for any reason whatsoever.

Section 4.15. Delegation of Powers.

For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or Director, but no officer or Director shall execute, acknowledge or verify any instrument in more than one capacity.

Section 4.16. Compensation.

Directors shall not be compensated for their services. At the discretion of the Board, Directors may be reimbursed for actual expenses incurred in performing their duties.

Article V
Officers

Section 5.1. Officers.

The Board of Directors shall elect or appoint the officers of the Corporation. The officers of the Corporation shall be a president, one or more vice-presidents, a secretary, a treasurer and such other officers as may be deemed desirable 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 5.2. Election and Term of Office.

The officers of the Corporation shall be elected from among and by the Board of Directors at the regular annual meeting of the Board of Directors. Each officer shall hold office for one (1) year or until his or her successor shall have been duly elected and shall have qualified, unless earlier removed by the Board of Directors. All officers and agents can be removed at any time by the affirmative vote of the majority of the members of the Board of Directors. Officers shall be eligible for reelection.

Section 5.3. President.

The president shall be the chief executive officer of the Corporation. The president shall preside at all meetings of the Board of Directors and membership. Under the Board's direction, the president shall have general supervision over the affairs of the Corporation and over the other officers. The president shall sign all written contracts of the Corporation. The president shall perform all such other duties as are incident to this office.

Section 5.4. Vice-President.

The vice-president shall perform the duties specified in Section 5.3 of this Article in the absence or disability of the president. In addition, the vice-president shall perform duties and assignments which may from time to time be delegated by the president or the Board.

Section 5.5. Secretary.

The secretary shall have the responsibility for providing that notices required by these By-Laws be issued, and shall provide that minutes of all meetings of the Board of Directors and membership be adequately kept. The secretary shall have responsibility for all corporate books, records and papers, any and all written contracts of the Corporation and shall be custodian of the corporate seal. The secretary shall perform all such other duties as are incident to his or her office.

Section 5.6. Vacancies.

Vacancies among elected and appointed officers occurring during the annual terms thereof shall be filled by the Board of Directors.

Article VI
Committees

Section 6.1. Standing and Special Committees.

The president shall, with the approval of the Board of Directors, appoint such standing or special committees of such size as may be set forth herein, or the president or the Board of Directors may deem necessary to properly carry on the activities and effect the purposes of the Corporation. Such committees shall perform as the president or the Board of Directors may direct. Standing Committees shall continue in existence until terminated by the Board. Special Committees shall exist for a term as shall be specified in the creation resolution.

Section 6.2. Membership.

Members of all committees shall be nominated by the Executive Committee. Each Committee shall consist of three (3) or more members with each members serving for two (2) years unless earlier removed by the president, or until a successor is chosen.

Section 6.3. Standing Committees.

The following responsibilities shall be duties of Standing Committees of the Board:

1. Executive Committee.

The Executive Committee shall consist of all of the Officers of the Corporation, and at the discretion of the Board additional Board members may be appointed. During intervals between meetings of the Board, the Executive Committee shall have and may exercise all of the power of the Board in the governance of the business and affairs of the Corporation. Minutes of all Executive Committee meetings shall be distributed to the Board of Directors.

2. Development

The Committee is responsible for securing external funds, writing grants, and reviewing proposals submitted by members of the Corporation and external agencies.

3. Technical

The Committee shall serve as the technical advisory committee for the Board of Directors, recommending technical decisions to the Board. The Chair of the Technical Committee shall be the Executive Director of the Corporation.

4. Audit

The Committee shall review the services and fees of the Corporation, and any independent auditors, financial statements, accounting practices and adequacy of auditing and internal controls of the Corporation. The Chair of the Audit Committee shall be the treasurer of the Corporation.

Section 6.4. Procedures, Meetings, and Quorum.

All Committees shall keep a record of their acts and proceedings and these shall be posted to the Waynet, Inc. web site. Meetings shall be held at the discretion of the Chair of the Committee; notice shall not be necessary for each meeting. Any member of a Committee may request a special meeting, and written notice of such special meeting shall be distributed to each member of the Committee. The member of the Committee shall act only as a Committee, and the individual member have no power as such.

Article VII
Contracts, Checks, Deposits, and Funds

Section 7.1. Contracts.

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

Section 7.2. Checks, Drafts, etc.

All checks, drafts, or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. Such instruments shall be signed by the treasurer, and countersigned by the president or vice-president of the Corporation. Alternately, the board may designate a fiscal agent to perform these duties.

Section 7.3. Deposits.

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

Section 7.4. Gifts.

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the Corporation.

Article VIII
Books and Records

Section 8.1. Books and Records.

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any members, or his agent or attorney for any proper purpose at any reasonable time.

Section 8.2. Official Records.

All official documents of the Corporation including, but not limited to, minutes, financial statements, notices of meetings, will be posted to the Waynet, Inc., web site.

Article IX
Fiscal Year

Section 9.1. Fiscal Year.

The fiscal year of the Corporation shall be the calendar year.

Article X
Corporate Indemnification

Section 10.1. Indemnification.

To the extent not inconsistent with the law of the State of Indiana, every person (and the heirs and personal representatives of such person) who is or was a director or officer of the Corporation shall be indemnified by the Corporation as provided in the Act.

Article XI
Amendments to By-Laws

Section 11.1. Amendments.