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<font SIZE="2"><b>
<p ALIGN="CENTER">BYLAWS</p>
<p ALIGN="CENTER">OF</p>
<p ALIGN="CENTER">HUMBOLDT INTERNET PROVIDER</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">ARTICLE I</p>
<p ALIGN="CENTER">NAME AND PURPOSE</p>
</b><u>
<p>Section 1: Name</p>
</u>
<p>The name of the Corporation shall be Humboldt Internet Provider.</p>
<u>
<p>Section 2: Purpose</p>
</u>
<p>The primary purpose of the Corporation is:
<ul>
<li>To provide mobile dial up Internet service within the confines of Nevada and Oregon, but
specifically targeting Humboldt County of Nevada and Malheur County of Oregon.</li>
<li>To provide educational opportunities to the students of McDermitt High School in the
areas of business and Internet technology.</li>
<li>To provide scholarships for the members of the enterprise to further advance their
educational careers in the area of choice.</li>
</ul>
<b>
<p ALIGN="CENTER">ARTICLE II</p>
<p ALIGN="CENTER">OFFICE AND BOUNDARIES</p>
</b><u>
<p>Section 1: Office</p>
</u>
<p>The office of the Corporation in the State of Nevada shall be McDermitt Combined
School, 100 Olavarria Street, P.O. Box 98, McDermitt, Nevada 89446.</p>
<u>
<p>Section 2: Place of Business</p>
</u>
<p>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.</p>
<u>
<p>Section 3: Boundaries</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ARTICLE III</p>
<p ALIGN="CENTER">MEMBERSHIP</p>
</b><u>
<p>Section 1: Members</p>
</u>
<p>There shall be one (1) class of members, who shall be not less than seven (7) in
number.
<ul>
<li>Seven voting members shall be students of McDermitt Combined School two shall be faculty
or administration of McDermitt Combined Schools. </li>
<li>Student members shall be required to pass a half credit of computer class and have
demonstrated an interest to serve the Corporation to the best of their ability.</li>
</ul>
<p>&nbsp;</p>
<u>
<p>Section 2: Appointment of Members</p>
</u>
<p>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. </p>
<p>&nbsp;</p>
<u>
<p>Section 3: Termination of Membership</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<u>
<p>Section 4: Powers of Voting Rights</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ARTICLE IV</p>
<p ALIGN="CENTER">MEMBERSHIP MEETINGS</p>
</b><u>
<p>Section 1: Special Meetings</p>
</u>
<p>Special meetings of members may be called at any time by the Executive Director, by a
majority of the Board of Directors.</p>
<p>&nbsp;</p>
<u>
<p>Section 2: Place of Meetings</p>
</u>
<p>The Board of Directors may designate any place of meeting that they should chose. If no
special place is designated, then the meeting shall be held in the principle office of the
Corporation.</p>
<p>&nbsp;</p>
<u>
<p>Section 3: Notice of Meetings</p>
</u>
<p>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. </p>
<p>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.</p>
<u>
<p>Section 4: Annual Report</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ARTICLE V</p>
<p ALIGN="CENTER">BOARD OF DIRECTORS</p>
</b>
<p>&nbsp;</p>
<u>
<p>Section 1: General Powers</p>
</u>
<p>The property, business and affairs of the Corporation shall be managed by the Board of
Directors. 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.</p>
<p><br>
<u>Section 2: Annual Meetings</p>
</u>
<p>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. </p>
<p>&nbsp;</p>
<u>
<p>Section 3: Regular Meetings </p>
</u>
<p>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. </p>
<p>&nbsp;</p>
<p>Section 4: Special Meetings</p>
<p>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. </p>
<p>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. </p>
<p>&nbsp;</p>
<u>
<p>Section 5: Notice of Special Meetings of the Board of Directors</p>
</u>
<p>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. </p>
<p>&nbsp;</p>
<u>
<p>Section 6: Organization</p>
</u>
<p>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. </p>
<p>&nbsp;</p>
<u>
<p>Section 7: Quorum</p>
</u>
<p>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. </p>
<p>&nbsp;</p>
<u>
<p>Section 8: Vacancies</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ARTICLE VI</p>
<p ALIGN="CENTER">STAFF</p>
</b>
<p>&nbsp;</p>
<u>
<p>Section 1: Number</p>
</u>
<p>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.</p>
<u>
<p>Section 2: Election, Term of Office and Qualifications</p>
</u>
<p>Each officer (except such officers as may be appointed in accordance with the
provisions of Section 3 of this Article VI) shall be elected by the Board of Directors at
its Annual Meeting. 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. </p>
<u>
<p>Section 3: Other Officers and Agents</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<u>
<p>Section 4: Resignations</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<u>
<p>Section 5: Removal</p>
</u>
<p>Any officer or agent may be removed, for cause, by a majority of all of the Board of
Directors.</p>
<p>&nbsp;</p>
<u>
<p>Section 6: Vacancies</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<u>
<p>Section 7: The Executive Director</p>
</u>
<p>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 <u>not</u> 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.</p>
<p>&nbsp;</p>
<u>
<p>Section 8: The Office Administrator/Treasurer</p>
</u>
<p>Office Administrator/Treasure shall:
<ol TYPE="a">
<ol TYPE="a">
<li>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;</li>
<li>Cause all notices to be duly given in accordance with the provisions of these Bylaws and
as required by law;</li>
<li>See that the lists, books, reports, statements, certificates, and other documents and
records required by law are properly kept and filed;</li>
<li>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;
and</li>
<li>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.</li>
</ol>
</ol>
<p>&nbsp;</p>
<u>
<p>Section 9: Salaries</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ARTICLE VII</p>
<p ALIGN="CENTER">COMMITTEES</p>
</b>
<p>&nbsp;</p>
<p>&nbsp;</p>
<u>
<p>Section 1: Designation of Special Committees</p>
</u>
<p>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. </p>
<p>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.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ARTICLE VIII</p>
<p ALIGN="CENTER">STAFF</p>
<p ALIGN="CENTER">&nbsp;</p>
</b><u>
<p>Section 1: General</p>
</u>
<p>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 either an answering machine, e-mail address, or direct contact. </p>
<p>&nbsp;</p>
<u>
<p>Section 2: Capability</p>
</u>
<p>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.</p>
<u>
<p>Section 3: Definition</p>
</u>
<p>&quot;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.</p>
<p>&nbsp;</p>
<u>
<p>Section 4: Qualification</p>
</u>
<p>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.</p>
<u>
<p>&nbsp;</p>
</u><b>
<p ALIGN="CENTER">ARTICLE IX</p>
<p ALIGN="CENTER">GENERAL PROVISIONS</p>
<p ALIGN="CENTER">&nbsp;</p>
</b><u>
<p>Section 1: Deposits</p>
</u>
<p>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.</p>
<p>&nbsp;</p>
<u>
<p>Section 2: Checks, drafts, etc.</p>
</u>
<p>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.</p>
<u>
<p>Section 3: Conduct of Meetings</p>
</u>
<p>All meetings of the Corporation should be conducted under Robert&#146;s rules of Order.</p>
<p>&nbsp;</p>
<u>
<p>Section 4: Fiscal Year</p>
</u>
<p>The fiscal year of the Corporation shall be from September 1 to August 31 of each year.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ARTICLE X</p>
<p ALIGN="CENTER">AMENDMENTS</p>
</b>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>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).</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ARTICLE XI</p>
<p ALIGN="CENTER">INDEMIFICATION</p>
</b>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>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 tesator 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.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ARTICLE XII</p>
<p ALIGN="CENTER">DISSOLUTION</p>
</b>
<p>&nbsp;</p>
<p>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.</p>
<p>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.</p>
<p>&nbsp;</p>
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