BYLAWS

OF

HUMBOLDT INTERNET PROVIDER
 
 

ARTICLE I

NAME AND PURPOSE

Section 1: Name

The name of the Corporation shall be Humboldt Internet Provider.

Section 2: Purpose

OFFICE AND BOUNDARIES

Section 1: Office

The office of the Corporation in the State of Nevada shall be McDermitt Combined School, 100 Olavarria Street, P.O. Box 374, McDermitt, Nevada 89446.

Section 2: Place of Business

The Corporation shall maintain a reasonable and accessible place of business, which shall have a separately listed telephone number and shall be open to the public during McDermitt Combined School hours.

Section 3: Boundaries

The territory in which operation of the Corporation is principally to be conducted consists of all of the state of Nevada and the state of Oregon.
 
 

ARTICLE III

MEMBERSHIP

Section 1: Members

Before May 1, there will be a meeting held specifically for the appointment of new members to replace the retiring members of the Board for the upcoming fiscal year. The existing members shall serve through the end of the fiscal year, ending August 31. All non-retiring members for that fiscal year will automatically serve their terms until they retire or are terminated.
 
 

Section 3: Termination of Membership

Any member may terminate his/her membership at any time by notice in writing to the Board of Directors or the Executive Director. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board or Executive Director. The unexcused absence of a member from two consecutive annual meetings of members may be deemed to constitute his/her resignation as a member, effective upon acceptance by the Board. The membership of any member may be terminated at any time, for cause and with notice, by a majority of all members, acting at a meeting; such termination to be effective from the date of the meeting, unless otherwise provided. The term of membership lasts from appointment until terminated or until end of the fiscal year of their High School graduation, i.e. retirement.
 
 

Section 4: Powers of Voting Rights

Each member shall be entitled to cast one vote for election of directors of the Corporation. Members shall have no other voting rights and there shall be no cumulative voting rights. There shall be only five memberships that hold voting powers. All decisions of the Board must be passed by no less than an unanimous vote.
 
 

ARTICLE IV

MEMBERSHIP MEETINGS

Section 1: Special Meetings

The Executive Director may call special meetings of members at any time, by a majority of the Board of Directors.
 

Section 2: Place of Meetings

The Board of Directors may designate any place of meeting that they should choose. If no special place is designated, then the meeting shall be held in the principle office of the Corporation.
 
 

Section 3: Notice of Meetings

The corporation shall comply with the Nevada Open Meeting Law, NRS Chapter 2451. Notice of each annual or special meeting of members shall be printed or written. The original of such notice shall be signed by the Executive Director of the Corporation, and unless otherwise required by law, a copy thereof shall be served personally or by first class mail upon each member residing within the United States entitled to vote at such meeting, no less than seven (7) nor more than fifty (50) days before the meeting. If mailed, such notice shall be directed to each such member at his/her address as it appears on the books or records of the Corporation.

Such notice shall state the time and place of the meeting, and, if the meeting be special, briefly, the purposes thereof. Unless otherwise provided by law, no notice of the time, place, or purpose of any meeting need by given to any member who shall attend such meeting in person or proxy, or to any member who, in writing executed and filed with the records of the Corporation, either before or after the holding of such meeting, shall waive such notice. No notice need by given of any adjourned meeting.

Section 4: Annual Report

At each Annual meeting of members, the Board of Directors shall present a report, verified by the Executive Director, which demonstrates the amount of corporate activity and membership activity during the prior fiscal year. Said report shall be filed with the records of the Corporation and an abstract thereof entered in the Minutes of the proceeding of the Annual Meetings.
 
 

ARTICLE V

BOARD OF DIRECTORS

Section 1: General Powers

The Board of Directors shall manage the property, business and affairs of the Corporation. The Board of Directors shall have full power to act on behalf of the Corporation as permitted by the statutes of the State of Nevada, the Articles of Incorporation and these Bylaws, as may be amended from time to time.
 

Section 2: Annual Meetings

An Annual Meeting of the Board of directors of the Corporation for the purpose of organization, the election of officers, and the transaction of such other business as may properly come before the meeting shall be held immediately following the adjournment of the annual meeting of members and at the place where such meeting was held. Notice of such meeting or of any adjournment thereof need not be given. If, for any reason, such meeting not be held on the day specified herein, it may be held at any other time or place which shall be specified in a notice given (as hereinafter specified) for special meetings of the board or in a consent and waiver of notice thereof signed by all the Directors.
 
 

Section 3: Regular Meetings

The regular meetings will be held once a month. Meetings may be held at such time or place within or outside the state of Nevada as designated by the Board of Directors and shall be posted no less than seven (7) days in advance and no more than fifty (50) days in advance to the public.
 
 

Section 4: Special Meetings

Special meetings of the Board of Directors may be called at any time by the Executive Director or a majority of the Board, and may be held at such time and place within or outside the State of Nevada and by whatever means as may be specified in the respective notices or waivers of notice thereof.

Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to the adoption of resolution authorizing the action.
 
 

Section 5: Notice of Special Meetings of the Board of Directors

Notice of every special meeting shall briefly state the purpose thereof and be given personally to each Director or sent by mail, telegraph cable or other generally available means of electronic transmission addressed to the Director at his/her residence or usual place of business, at least three (3) days before the day on which the meeting is to be held. Unless otherwise provided by law, no notice of the time, place, or purposes of any meeting of the Board of Directors need to be given to any Director who attends such meeting, or to any Director who, in writing executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice. No notice need be given of any adjourned meeting.
 
 

Section 6: Organization

At each meeting of the board of Directors, the Executive Director of the Board, or, in his/her absence, the Vice Chairman, or, in the absence of both such officers, a presiding officer chosen by all the Directors thereat shall act as chairperson of such meeting.
 
 

Section 7: Quorum

At all meetings of the Board of Directors, the presence of all the board shall be necessary and sufficient to constitute a quorum for the transaction of business.
 
 

Section 8: Vacancies

If any vacancy shall occur in the Board of Directors by reason of death, resignation, disqualification, removal, increase in the number of directors, or any other cause, such vacancy shall be filled by the appointment of an individual by the eligible agency as defined in Article V, Section 2, which was the eligible agency of person who vacated the same. The term of office for the person appointed to fill the vacancy shall be the same as the term remaining for the person who vacated the same.
 
 

ARTICLE VI

STAFF

Section 1: Number

The staff shall consist of an Executive Director, an Office Administrator/treasurer, and such other officers as may be appointed in accordance with provisions of Section 3 of this Article VI.
 
 

Section 2: Election, Term of Office and Qualifications

The Board of Directors at its Annual Meeting shall elect each officer (except such officers as may be appointed in accordance with the provisions of Section 3 of this Article VI). Each such officer shall hold his/ her office until his/her successor shall have been elected and qualified, or until his/her death, or until his/her resignation shall become effective, or until he/she shall have been removed in the manner hereinafter provided, whichever is earliest.

Section 3: Other Officers and Agents

The Board of Directors may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time designate.
 
 

Section 4: Resignations

Any officer may resign at any time by giving a thirty (30) day written notice to the Board of Directors, the President, or the Office Administrator/Treasurer. Unless otherwise specified in such written notice, such resignation shall take effect thirty (30) days after receipt thereof by the Board or any such officer.
 
 

Section 5: Removal

Any officer or agent may be removed, for cause, by a majority of all of the Board of Directors.
 
 

Section 6: Vacancies

A vacancy in any office by reason of death, resignation, removal, disqualification, or any other cause may be filled for the unexpired portion by a majority vote of the Board of Directors at any meeting.
 
 

Section 7: The Executive Director

The Executive Director shall be the principle and shall have general charge and control of the affairs and property of the corporation and general supervision over its officers and agents, subject to the direction of the Board of Directors. The Executive Director will not hold any voting rights within the Board of Directors. The Executive Director shall preside at all meetings of member and of the Board and shall see that all orders and resolutions of the board are carried into effect. The Executive Director may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements or other instruments authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent. He/she shall have such other powers and perform such other duties as may be incidental to the office, as are given to him/her b these Bylaws, or as from time to time may be assigned to him/her by the Board.
 
 

Section 8: The Office Administrator/Treasurer

Office Administrator/Treasure shall:

Record all the proceedings of the meetings of members and of the Board of Directors in a book or books to be kept for that purpose;
Cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law;
See that the lists, books, reports, statements, certificates, and other documents and records required by law are properly kept and filed;
Have supervision of all funds and securities of the Corporation, supervise accurate and full accounts of receipts and disbursements in books belonging to the Corporation, and supervise deposits of all such monies and any other valuable effects in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected;
In general, have such powers and perform such other duties as may be incidental to his/her office, as are given to him/her by these Bylaws, or as from time to time may be assigned to him/her by the Board of Directors.
 

Section 9: Salaries

An officer of the Corporation shall not receive, directly, any salary, compensation, or emoluments from the Corporation, either as such officer or in any other capacity, unless authorized by these Bylaws or by the concurring vote of two-thirds (2/3) of all the Directors.
 
 

ARTICLE VII

COMMITTEES

Section 1: Designation of Special Committees

The Board of Directors may, from time to time and by resolution adopted by a majority of the Directors, designate one or more special committees to undertake special studies or tasks as set forth in the resolution allowing for their designation. Said resolution shall also state membership composition of the special committee and provide for an anticipated termination date for the same. All such committees shall be subject to and operate within the conditions set forth for the Board to Directors in these bylaws.

The Board of Directors may, by resolution adopted by a majority of its membership, designate Standing Committees with the delegated authority to make management decisions.
 
 

ARTICLE VIII

STAFF
 
 

Section 1: General

The Corporation shall at all times, as specified and directed by the Board of Directors, select and maintain a full-time professional staff as needed for carrying out the purposes of this Corporation. From June 6 to August 26, or during the time when school is not in session, there will be means to contact said full-time professional staff through an answering machine, e-mail address, or direct contact.
 
 

Section 2: Capability

The staff will be under complete control of the Board of Directors, and will have the capability to service business transactions, applications, and administer, on behalf of the Corporation, and other related programs, which the Corporation may participate in while pursuing the purposes of the Corporation.

Section 3: Definition

Staff: shall include employees, Directors and members of the Corporation and other qualified individuals or organizations, who may form time to time contract with the Corporation to provide professional legal, accounting and technical assistance services to the Corporation residing or doing business in the boundaries of the Corporation.
 
 

Section 4: Qualification

Staff as provided for in Section 2 of this Article VIII shall be qualified, based upon education, experience, and the opinion of the Board of Directors, to meet the provision of Section 2 of this Article VIII.
 
 

ARTICLE IX

GENERAL PROVISIONS
 
 

Section 1: Deposits

All funds of the Corporation not otherwise employed shall be deposited form time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or may be selected by an officer or officers or agent or agents authorized so to do by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered by an officer or agent of the Corporation.
 
 

Section 2: Checks, drafts, etc.

All checks, drafts, or other orders for the payment of money, and all notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as from time to time shall be determined by the Board of Directors.

Section 3: Conduct of Meetings

All meetings of the Corporation should be conducted under Robert’s rules of Order.
 
 

Section 4: Fiscal Year

The fiscal year of the Corporation shall be from September 1 to August 31 of each year.
 
 

ARTICLE X

AMENDMENTS

Any of these Bylaws may be amended, altered, repealed, or added to, and new Bylaws may be made, by the affirmative vote of a majority of all of the Board of Directors, as set forth in Nevada Statutes in effect at the time of such amendments(s).
 
 

ARTICLE XI

INDEMIFICATION

Directors and officers of the Corporation are afforded all protection under NRS 82.221 and members of the Corporation are afforded all protection under NRS 82.241 for exemption from personal liability. To the full extent permitted by law, the Corporation shall indemnify and reimburse each person made or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she, or his/her tester or intestate, is or was a Director or officer of the Corporation or served any other corporation of any type or kind, domestic or foreign, in any capacity at the request of the Corporation, against liabilities or legal. expenses arising out of acts performed for or on behalf of or at the request of the Corporation to such extent and in such matter, permitted by law, as the Board of Directors may at any time or from time to time determine.
 
 

ARTICLE XII

DISSOLUTION

Upon the dissolution of the Corporation, no member or private person, corporate or individual, or other private interest, shall be entitled to any distribution or division of its remaining funds and other property and rights and interest in property, and the balance thereof, after the payment of all debts and liabilities of the Corporation of whatsoever kind and nature. (Including the payment of loans and contributions. The repayment of which has been authorized in its certificate of incorporation or reincorporation) shall be distributed to one or more counties, as the territory in which its operations are principally to be conducted, for furtherance of the purposes set forth in Article IV, or to such other organization as shall qualify under Section 501 (c) (3) or 501 (c) (4) of the International Revenue Code of 1954, as amended, as shall be provided by the Corporation.

It is hereby certified that these Bylaws were proposed, and unanimously adopted by the Board of Directors of the Corporation present at a duly called meeting held on the sixth day of October, 1998.