BYLAWS OF
TWIN CITIES FREE-NET INCORPORATED

ARTICLE I
Objectives and Purposes

TWIN CITIES FREE-NET INCORPORATED (the "Corporation") and all
of its activities are to be operated and conducted in the promotion
and maintenance of a public access community computer system to
serve the residents of the Twin Cities Metropolitan area. In the
conduct of its affairs, the directors, officers and employees
shall, at all times, be mindful of these charitable and educational
objectives and purposes.

ARTICLE II
Construction and Definitions

Unless the context otherwise requires, the general provisions,
rules of construction and definitions contained in the general
provisions of the Minnesota Nonprofit Corporation Act shall govern
the construction of these Bylaws.

ARTICLE III
Board of Directors

The governing board of the Corporation shall be designated its
"Board of Directors".

Section 1. Powers. The activities and affairs of the
Corporation shall be managed, its property shall be controlled and
all corporate powers shall be exercised by or under authority of a
Board of Directors. The primary functions of the Board of
Directors shall be to establish corporate policies for the
direction and guidance of the committees, officers and management
of the Corporation, to formulate the basic rules and regulations
governing the operation and management of the Corporation, to
exercise due care and diligence regarding the financial matters of
the Corporation and to act at all times in a fiduciary manner
toward the Corporation.

Section 2. Number, Classes and Election of Directors.
(a) The number of directors of the Corporation shall be
nine (9).
(b) There will be two classes (Class A and Class B) of
directors. With the exception of the initial Board of
Directors, Class A will consist of three (3) directors who
shall be Registered Users of the Corporation REVISED JANUARY
16, 2003 TO TWO (2) and shall be elected by the Registered
Users of the Corporation. The method of election of the
Class A directors shall be established by the initial Board
of Directors. Class B will consist of six (6) directors
REVISED JANUARY 16, 2003 TO SEVEN (7) who will be elected
by the Board of Directors.
(c) Directors shall be elected at the annual meeting of
the Board of Directors consistent with Section 3 herein, but
the initial Board of Directors shall be elected by the
Corporation's Organizing Committee.

Section 3. Term of Office.
(a) Except for the initial members of the Board of
Directors, each Class A and Class B director shall serve for
a two (2) year term to which elected and thereafter, until his
or her successor is elected, unless he or she shall sooner
resign, be removed or otherwise be unable to serve as a
director. As used in the preceding sentence, "year" means
from the period of one annual meeting of the Board of
Directors to the close of the next annual meeting.
(b) For the initial Board of Directors, five (5)
directors will be elected for one (1) year, of which two (2)
directors will be in Class A, and three (3) directors will be
in Class B; four (4) directors will be appointed or elected
for two (2) years, of which one (1) director will be in Class
A, and three (3) directors will be in Class B. The Organizing
Committee shall designate each initial Board member as Class
A and Class B and each initial Board member's initial term.

Section 4. Chairperson. The Board of Directors shall elect
a Chairperson of the Board at the annual meeting. The Chairperson
shall serve from the annual meeting of his or her election until
the next annual meeting. The Chairperson may stand for reelection
without limitation. The responsibilities of the Chairperson shall
include the conducting of the Board meetings, the selection of
committee members as provided in Article IV and other such
responsibilities and powers as the Board of Directors shall decide.

Section 5. Vacancies. All vacancies on the Board of
Directors in Class A and Class B, including, without limitation,
vacancies caused by removal, shall be filled by the remaining
directors, though they may constitute less than a quorum. Each
Class A and Class B director so elected to fill a vacancy created
by other than expiration of a term shall hold office for the
remainder of the predecessor's unexpired term and until the proper
election of a successor.

Section 6. Removal of Directors. The Board of Directors may
remove any director who is declared of unsound mind by a court
order, is convicted of a felony, is absent without good cause
acceptable to the Board for three board meetings in a year, or fails to fulfill the responsibilities for
directors specified in these Bylaws or required by law. Any
removal of any director shall be effective only upon a majority
vote of all remaining directors.

Section 7. Place of Meetings. All meetings of the directors
shall be held at the principal office of the Corporation in the
State of Minnesota or at such other place as may be designated for
that purpose, from time to time, by the Board of Directors.

Section 8. Annual Meetings. The annual meeting of the Board
of Directors shall be held in January of each year and the date
will be established by the Board of Directors, at the principal
office of the Corporation in the State of Minnesota, or at such
other place as the Board of Directors may determine, for the
purpose of organization, appointment of officers and the
transaction of such other business as may properly be brought
before the meeting.

Section 9. Regular Meetings. Regular meetings of the Board
of Directors shall be held quarterly or more frequently at such
times, dates and places as the Board of Directors shall specify.
If any specified meeting date shall fall upon a legal holiday, such
meeting may be held on the next succeeding nonholiday. Minutes
shall be kept of all Board of Directors meetings.

Section 10. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairperson of the Corporation,
or by more than one-third (1/3) of the directors of the Corporation.
The person or persons calling such special meeting shall determine
the date, time and place thereof.

Section 11. Notice of Regular and Special Meetings. Regular
and special meetings of the Board of Directors shall be held not
less than two (2) nor more than fifteen (15) days after notice is
given by first-class mail or telegraph. Any such notice shall be
addressed or delivered to each director at his or her address
appearing on the books of the Corporation or at such other address
as may be supplied by said director for the purpose of notice.

Section 12. Consent to Meetings; Waiver of Notice. Whenever
any notice is required, a waiver thereof in writing, signed by the
person entitled to such notice, is deemed equivalent to the giving
of such notice. Neither the business to be transacted nor the
purpose of a meeting need be specified in the waiver of notice of
such meeting, except the waiver of notice of a special meeting of
the Board shall specify the general nature of the business to be
transacted. The waiver of notice of a meeting shall be filed with
the Secretary of the Corporation who shall enter it upon the
records of the Corporation. Attendance of a person at any meeting
constitutes a waiver of notice of such meeting, except when a
person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business
because the meeting was not lawfully called or convened.

Section 13. Quorum; Act of Directors. At all meetings of the
Board of Directors, more than one-half (1/2) of the directors
constitute a quorum for the transaction of business. The act of a
majority of the directors present at any time at which there is a
quorum shall be the act of the Board of Directors, unless a greater
number is required by law, the Articles of Incorporation or these
Bylaws. Notwithstanding the previous provisions of this Section, a
meeting at which a quorum initially is present may continue to
transact business notwithstanding the withdrawal of directors, if
any action taken is approved by at least a majority of the required
quorum for such meeting.

Section 14. Action by Written Consent. Any action which may
be taken at a meeting of the Board of Directors may be taken
without a meeting if all directors, by written action signed by at
least the number of directors that would be required to take the
same action at a meeting of the Board of Directors at which all of
the directors were present; provided that all directors must be
notified of the text of the written action prior to the signing by
any of the directors. Such written consent shall be filed with the
Secretary of the Corporation and all directors shall be notified
immediately of its effective date.

Section 15. Participation in Meetings by Conference
Telephone. Upon proper notice, directors may participate in a
meeting of the Board or of a Board committee through use of
conference telephone or similar communications equipment, by means
of which all persons participating in such meeting can communicate
with one another simultaneously.

ARTICLE IV
Committees

Section 1. Committees Generally.
(a) The Chairperson with the approval of the Board of
Directors may establish one or more committees. Committees
are of two kinds, those having legal authority to act for the
Corporation, known as committees of the Board, and those that
do not have that authority, known as advisory committees.
Committees may be either standing or special. Members of all
committees shall serve at the pleasure of the Chair with the
approval of the Board of Directors. The Board may delegate to
its committees all legal authority of the Board except with
respect to:
(i) The filling of vacancies in the Board of
Directors;
(ii) The amendment or repeal of these Bylaws or the
adoption of new bylaws;
(iii) The amendment or repeal of any resolution of
the Board of Directors;
(iv) Action on matters committed by these Bylaws or
resolution of the Board of Directors to another
committee.
(b) The Board of Directors shall have the power to
prescribe the manner in which proceedings of any such
committee shall be conducted. In the absence of any such
prescription, such committee shall have the power to prescribe
the manner in which its proceedings shall be conducted.
Unless the Board of Directors or such committee shall provide
otherwise, the regular and special meetings and other actions
of any such committee shall be governed by the provisions of
Article III applicable to meetings and actions of the Board of
Directors. Minutes shall be kept of all committee meetings.

Section 2. Standing Committees. The Corporation may have the
following standing Board Committees: Executive and Finance.

Section 3. Executive Committee. The Executive Committee shall
be composed of the Chairperson (who shall serve as the Chairperson
of the Executive Committee) and at least two (2) additional directors
appointed by the Chairperson with the approval of the Board of
Directors. The Executive Director of the Corporation will be an
ex officio member of the Committee. When the Board is not in
session, the Executive Committee shall have and exercise such
power and authority of the Board to transact regular business of
the Corporation, as may be specifically delegated from time to
time by the Board.

Section 4. Finance Committee. The Finance Committee shall be
composed of at least three (3) directors appointed by the
Chairperson with the approval of the Board of Directors. The
Chairperson of the Board shall select the Chairperson for the
Finance Committee with the approval of the Board of Directors. The
Finance Committee shall have responsibility for the financial
planning of the Corporation and for the coordination of all
programs affecting the fiscal affairs or financial condition of the
Corporation. Specifically, the committee shall have these
functions:
(a) receive, review and recommend approval to the Board
the annual operating budget and the capital expenditure plan;
(b) review and make recommendations on all proposed
major capital expenditures, all major proposed borrowings by
the Corporation, all significant deposits to and withdrawals
from funds;
(c) review the financial feasibility of corporate
projects, acts and undertakings involving major expenditures
as defined from time to time by the Board and make
recommendations thereon to the Board;
(d) receive, review and evaluate interim financial
reports as well as final reports of the annual audit of the
Corporation's financial records and based thereon, make
recommendations to the Board concerning the financial
operation of, and services required by and provided to, the
Corporation;
(e) receive, review and evaluate financial reports,
budgets, expenditures and other financial matters concerning
other Corporations of which this Corporation is a corporate
member; and
(f) perform such other duties related to fiscal matters
as may be assigned to it by the Board or the Chairperson.

Section 5. Advisory Committees Generally. The Corporation
may have advisory committees. Advisory committees shall be
established by the Chairperson of the Board or the Corporation's
Executive Director. Advisory committee membership may consist of
directors only, directors and nondirectors, or nondirectors only.
Advisory committees shall have no legal authority to act for the
Corporation, but shall report their findings, make recommendations
to and otherwise advise the Executive Director and/or the Board of
Directors.

Section 6. Term of Office. The Chairperson and each member
of a standing committee or an advisory committee shall serve for
terms of one year and until his or her successor is appointed, or
until such committee is sooner terminated, or until he or she is
removed, resigns, or otherwise ceases to qualify as a member of the
committee. Chairpersons and members of any committee may succeed
themselves without limitation.

Section 7. Vacancies. Vacancies on any committee may be
filled for the unexpired portion of the term in the same manner as
provided in the case of original appointments.

ARTICLE V
Officers

Section 1. Officers. The officers of the Corporation shall
be the Chairperson (described in Article III, Section 4), the
Secretary and the Treasurer of the Board of Directors and the
Executive Director. Any number of offices may be held by the same
person.

Section 2. Appointment and Terms of Officers. The officers
of the Corporation shall be elected by the Board of Directors at
the annual meeting of the Board of Directors. Such officers shall
serve for one year or until their successors shall be appointed and
qualified to serve or until they shall resign or shall be removed
or disqualified to serve. Any officer may be reelected by the
Board of Directors without limitation.

Section 3. Executive Director. The Executive Director shall
be the general manager and chief executive officer of the
Corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction and control of the
business and affairs of the Corporation. Consistent with Article
IV (Section 5), the Executive Director may appoint advisory
committees to the Executive Director. The Executive Director shall
have such other authority and duties as are prescribed by the Board
of Directors and these Bylaws.

Section 4. Secretary. The Secretary shall keep or cause to
be kept, at the principal office of the Corporation in the State of
Minnesota, the original or a copy of the Corporation's Articles of
Incorporation and Bylaws, as amended from time to time. The
Secretary also shall keep or cause to be kept at the principal
office, or at such other place as the Board of Directors may order,
a book of minutes of all meetings of the Board of Directors with
the time and place of holding whether regular or special (and if
special, how authorized), the notice thereof given, any waivers of
notice, the names of those present, and the proceedings thereof,
and of all actions by written consent by the Board of Directors.
The Secretary shall give or cause to be given notice of all the
meetings of the Board of Directors required by these Bylaws or by
law to be given, and he or she shall keep the seal, if any, of the
Corporation in safe custody. The Secretary shall have such other
authority and duties as are usually vested in the office of
secretary and as may be prescribed, from time to time, by the Board
of Directors and these Bylaws.

Section 5. Treasurer. The Treasurer shall perform the
functions of a treasurer and shall keep or cause to be kept correct
and accurate accounts of the properties and financial transactions
of the Corporation and, in general, perform all duties incident to
the office and such other duties as may be assigned from time to
time by the Chairperson of the Board of Directors or the Board of
Directors.

Section 6. Removal and Resignation.
(a) Any officer may be removed, either with or without
cause, by the vote of a majority of all of the members of the
Board of Directors whenever in the judgment of the Board of
Directors the best interests of the Corporation will be served
thereby.
(b) Any officer may resign at any time by giving written
notice to the Corporation, but without prejudice to the
rights, if any, of the Corporation under any contract to which
the officer is a party. Any such resignation shall take
effect at the date of the receipt of such notice or at any
later time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section 7. Vacancies. A vacancy in any office for any cause
shall be filled in the manner prescribed in these Bylaws for
regular election or appointment to such office provided that such
vacancies shall be filled as they occur and not on an annual basis.

ARTICLE VI
General Provisions

Section 1. Checks, Drafts, Documents, Etc. All checks,
drafts or other orders for payment of money, notes or other
evidence of indebtedness issued in the name of or payable to the
Corporation, any contract, conveyance or other instrument in
writing, and any assignment or endorsement thereof executed or
entered into between the Corporation and any other person shall be
signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by the Board of Directors.

Section 2. Annual Report; Annual Statement. Within a
reasonable period of time after the close of each fiscal year, the
Executive Director shall submit to the Board an annual report
containing, without limitation, the following items unless such
have been supplied to the Board, in timely fashion, independent of
the Annual Report:
(a) The organization chart for the Corporation's current
fiscal year, including persons serving as directors and
officers of the Corporation and members of the Board
committees;
(b) The table of contracts, leases, and other agreements
of the Corporation as required by the Board;
(c) Financial statements for the Corporation's
immediately preceding fiscal year;
(d) The capital budget and the operating budget for the
Corporation's current fiscal year;
(e) A schedule of proposed major activities for the
current fiscal year; and
(f) A summary of the Corporation's compliance with the
laws and regulations of federal, state and local governmental
agencies and with the standards, rules and regulations of the
various accrediting and approval agencies.

Section 3. Fiscal Year. The fiscal year of the Corporation
shall be January 1 through December 31.

ARTICLE VII
Indemnification and Insurance

Section 1. Definitions. For the purposes of this Article
VII, "agent" means any person who is or was a director, officer,
employee or other agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or
other agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or was a
director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Corporation
or of another enterprise at the request of such predecessor
corporation. "Proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal,
administrative or investigative. "Expenses" includes, without
limitation, attorneys' fees and any expenses of establishing a
right to indemnification under Sections 3 or 4(b) of this
Article VII.

Section 2. Indemnification in Third Party Actions. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an
action by or in the right of the Corporation to procure a judgment
in its favor) by reason of the fact that such person is or was an
agent of the Corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in the best
interests of the Corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such
person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best
interests of the Corporation or, in the case of a criminal
proceeding, had a reasonable cause to believe that the person's
conduct was unlawful.

Section 3. Indemnification against Expenses. To the extent
that an agent of the Corporation has been successful on the merits
or otherwise in defense of any proceeding referred to in Section 2
of this Article or in defense of any claim, issue or matter
therein, the agent shall be indemnified against expenses actually
and reasonably incurred by the agent in connection therewith.

Section 4. Required Determinations. Except as provided in
Section 3, of this Article VII, any indemnification under this
Article VII shall be made by the Corporation only if authorized in
the specific case upon a determination that indemnification of the
agent is proper under the circumstances because the agent has met
the applicable standard of conduct set forth in Sections 2 or 3 of
this Article VII by:
(a) A majority vote of a quorum consisting of directors
who are not parties to such proceeding; or
(b) The court in which such proceeding is or was pending
upon application made by the Corporation or the agent or the
attorney or other person rendering services in connection with
the defense, whether or not such application by the agent,
attorney or other person is opposed by the Corporation.

Section 5. Advance of Expenses. Expenses incurred in
defending any proceeding may be advanced by the Corporation prior
to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the agent to repay such amount
unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Article VII.

Section 6. Other Indemnification. No provision made by the
Corporation to indemnify its directors, officers or agents for the
defense of any proceeding, whether contained in the Articles of
Incorporation, these Bylaws, a resolution of the Board of
Directors, an agreement or otherwise, shall be valid unless
consistent with this Article VII. Nothing contained in this
Article VII shall affect any right to indemnification to which
persons other than such directors and officers may be entitled by
contract or otherwise.

Section 7. Forms of Indemnification not Permitted. No
indemnification or advance shall be made under this Article VII,
except as provided in Sections 3 or 4(b), in any circumstances
where it appears:
(a) That it would be inconsistent with a provision of
the Articles of Incorporation, these Bylaws or an agreement in
effect at the time of the accrual of the alleged cause of
action asserted in the proceeding in which the expenses were
incurred or other amounts were paid, which prohibits or
otherwise limits indemnification;
(b) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.

Section 8. Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any agent of the
Corporation against any liability asserted against or incurred by
the agent in such capacity or arising out of the agent's status as
such whether or not the Corporation would have the power to
indemnify the agent against such liability under the provisions of
this Article VII.

ARTICLE VIII
Quality of Interest

Any director, officer or committee member having an existing
or potential interest in a contract or other transaction presented
to the Board of Directors or a committee thereof for deliberation,
authorization, approval, or ratification, or any such person who
reasonably believes such an interest exists in another such person,
shall make a prompt, full, and frank disclosure of the interest to
the Board or committee prior to its acting on such contract or
transaction. The interested party is required to disclose the
nature and extent of his interest and any relevant and material
facts, known to him, about the contract or transaction which might
reasonably be construed to be adverse to the Corporation's
interest.
The body to which such disclosure is made shall determine, by
majority vote, whether the disclosure shows that the nonvoting and
nonparticipation provisions below must be observed. If so, such
person shall not vote on, nor use his personal influence on, nor
participate (other than to present factual information or to
respond to questions) in the discussions or deliberations with
respect to, such contract or transaction. Such person may be
counted in determining the existence of a quorum at any meeting
where the contract or transaction is under discussion or is being
voted upon. The minutes of the meeting shall reflect the
disclosure made, the vote thereon and, where applicable, the
abstention from voting and participation, and whether a quorum is
present.
The Board shall adopt duality of interest policies requiring:
(a) Regular annual statements from directors, officers,
and key employees and committee members that disclose existing
and potential dualities of interest;
(b) Corrective and disciplinary action with respect to
transgressions of such policies.
For the purpose of this Section, a person shall be deemed to
have an "interest" in a contract or other transaction if he is the
party (or one of the parties) contracting or dealing with the
Corporation, or if he is a director or has a significant financial
or influential interest in, the entity contracting or dealing with
the Corporation, or if he is otherwise reasonably likely to gain a
significant financial or other personal benefit if the contract or
transaction is approved.

ARTICLE IX
Amendment of Bylaws

These Bylaws, and any part thereof, may be amended or repealed
and new Bylaws may be adopted by the affirmative vote of more than
two-thirds (2/3) majority of all members of the Board of Directors.