BY-LAWS
Of
La Plaza Telecommunity
(Version 2)

ARTICLE I

Locations of Office
The principal office of the Corporation in the State of New Mexico shall be located in the City and County of Taos, New Mexico at 115 Civic Plaza Drive, Taos, New Mexico 87571. The Corporation may have such other offices, either within or without the State of New Mexico as the business of the Corporation may require from time to time.

ARTICLE II

Objectives and Dedication
The Corporation is organized and incorporated under the laws of the State of New Mexico to conduct a community service organization for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, without profit to any officer or director, and is primarily dedicated to the following objectives: the public on the use of telecommunications;

ARTICLE III

Membership
Section 1. Eligibility. Any person not less than 18 years of age, firm, corporation, partnership, foundation, or association who is a legal resident of or which maintains an office address or place of business within Taos County, Taos Pueblo, Picuris Pueblo, and the communities of Dixon, Rinconada, Embudo, Angel Fire, Eagle Nest, and such other areas as may be amended from time to time by the Board of Directors, shall be eligible for membership in the organization upon payment of the appropriate dues and/or fees.

Section 2. Acceptance. Acceptance of membership shall require signature upon a membership application and payment of dues and/or fees as specified in the application and an official "Letter of Acceptance" signed by an officer of the Corporation. The Board of Directors shall reserve the right to refuse or cancel membership to any person, firm, corporation, partnership, foundation, or association when the Board considers that such membership would be detrimental to the organization or upon delinquency of dues or fee payments.

Section 3. Dues and/or Fees. Membership dues and/or fees shall be determined by the Board of Directors, and shall be as set forth on a separate Dues and/or Fees Schedule published from time to time by the Board of Directors. The Board of Directors may set dues in different amounts for persons and for firms, corporations, partnerships, foundations or other associations. A member ceases to remain in good standing if dues are delinquent for a period of one (1) month or more.

Section 4. Honorary Membership. Distinction in service to the organization may confer eligibility to honorary membership. A majority vote of the Board of Directors present at a regular meeting shall confer honorary membership, which may be revoked by the Board at any time.

Section 5. Voting Rights. Paid membership shall entitle the member to cast a vote in the election of the Board of Directors and to cast a non-binding vote on issues properly brought before the membership. All members currently in good standing on a Record Date shall have the right to vote. The Record Date for the 1995 Annual Election shall be October 16, 1995; and thereafter, the Record Date shall be the last day of the month next preceding the date on which notice of any regular or special meeting of the membership or notice of the election of directors is required by these Bylaws to be given to the members. Notwithstanding the foregoing provisions of this Section 5, from and after November 8, 1995, a member, in order to be eligible to vote, shall not only meet the other criteria for membership in good standing, but shall also be a Regular User of the system. In order to be classified as a Regular User, the member shall have used the computer services of the corporation a minimum of an average of five hours per month, on line, in each of the six months preceding and ending on a Record Date. A member possessing the right to vote shall be entitled to cast one vote for each director's position to be voted upon at any regular election of directors and shall be entitled to cast a non-binding vote on all other matters properly brought before the membership. There shall be no voting by proxy except with respect to the election of directors.

ARTICLE IV

Meetings of the Membership
Section 1. Annual and Special Meetings. An Annual Meeting shall be held on the first Tuesday in November (or such other date as may be set from time to time by the Board of Directors) each year for the purpose of announcing the election of directors and for the transaction of such other business as may come before the meeting. If the day fixed for the Annual Meeting is a legal holiday, such meeting shall be held on the next business day. Special meetings of the membership may be called by the president or three (3) directors or by thirty percent (30%) of the members in good standing on not less than ten (10) days' notice, given by mail, or delivered electronically by computer bulletin-board system. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. Notice of a Special Meeting shall state the purpose therefor. All meetings of the membership shall be held at such place within the State of New Mexico and shall be designated in a notice of the meeting.

Section 2. Quorum. At any meeting of the membership, the presence in person of members holding one-tenth of the votes entitled to be cast on the matter(s) to be voted upon plus the presence of one-third or no fewer than two of the Board of Directors in person shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members and Board members present shall be necessary for the adoption of any non-binding resolution unless a greater proportion is required by the Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws.

ARTICLE V

Board of Directors
Section 1. Management. The Board of Directors shall have the general management and control of the activities and affairs of the Corporation and shall exercise all the powers that may be exercised or performed by the Corporation under the laws of the State of New Mexico and the United States, these Bylaws, and the Articles of Incorporation.

Section 2. Number and Tenure; Election. There shall be an annual election of directors which shall be conducted by mail. The Board of Directors shall consist of not less than three (3) nor more than nine (9) members who shall be divided into three classes in respect to term of office, each class to contain as near as may be one-third of the whole number of the board. Of the first Board of Directors to serve three year terms, the Board shall, in approving the ballot to be mailed to the members, designate members of one class who shall serve until the Annual Election of Directors held in the year following their election, the members of the second class who shall serve until the Annual Election of Directors held two years following their election, and the members of the third class who shall serve until the Annual Election of Directors held three years following their election; provided, however, that in each case directors shall continue to serve until their successors shall be elected and shall qualify. At each Annual Election of Directors following election of the first Board of Directors, one class of directors shall be elected to serve until the Annual Election of Directors held three years next following and until their successors shall be elected and shall qualify. Directors need not be residents of New Mexico nor members of the Corporation.

Section 3. Vacancies. Any vacancy or vacancies created for any reason including but not limited to the death, removal, resignation or incapacity to act or failure of election, of any director before the expiration of such director's term, or by amendment of these Bylaws, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors at any meeting of the Board.

Section 4. Resignations and Removal. Any director may resign at any time by giving written notice of such resignation to the Secretary of the Corporation. Unless otherwise specified in the notice, such resignation shall take effect on receipt thereof by the Secretary. Any director may be removed at any time by a vote of three-fourths (3/4) of the remaining directors. A director who fails to attend three (3) consecutive regular meetings of the Board may be removed by the President.

Section 5. Compensation. The Corporation may pay compensation in a reasonable amount to its members, directors or officers for services rendered and may confer benefits upon its members in conformity with its purposes.

ARTICLE 6

Meetings of the Board of Directors
Section 1. Regular Meetings. Regular meetings of the Board shall be held at least once every three months or unless otherwise designated by the President or any three of the directors.

Section 2. Annual and Special Meetings. An Annual Meeting of the Board shall be held on the first Tuesday in November (or such other date as may be set from time to time by the Board of Directors) each year for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the day fixed for the Annual Meeting is a legal holiday, such meeting shall be held on the next business day. Special meetings of the Board may be called by the President, or three (3) members of the Board, on not less than 48 hours notice given by mail or, delivered electronically by computer bulletin-board system. Notice of special meetings shall state the purposes therefor. Notice of any meeting shall be waived by unanimous consent of the directors. All meetings of the Board shall be held at such place within the State of New Mexico as shall be designated in a notice of the meeting.

Section 3. Quorum. At any meeting of the Board of Directors, the presence of one-third (1/3) of the directors in person shall be necessary to constitute a quorum for all purposes (except as may be permitted by the Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws with respect to filling the unexpired term of a board member), and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the full Board of Directors. In no event shall fewer than 2 persons constitute a Quorum.

Section 4. Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all the members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.

Section 5. Participation by Telephone. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar telecommunications equipment allowing all persons participating in the meeting to hear or see communication from each other at the same time. Participation by such means shall constitute presence in person at the meeting.

ARTICLE VII

Committees of the Board of Directors
Section 1. Executive Committee. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate an Executive Committee of no less than three (3) nor more than seven (7) members, these being the President, the Vice-President, and additional directors who may be appointed by the President and confirmed by the Board of Directors. Between meetings of the Board of Directors, the Executive Committee shall have and exercise the authority of the Board of Directors, except the Executive Committee shall not: The Executive Committee shall consult with and advise the Board of Directors on all matters pertaining to the affairs of the Corporation and shall have and exercise such specific power and perform such specific duties as prescribed by these Bylaws or as the Board of Directors shall from time to time prescribe or direct. The Executive Committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. All action taken by the Executive Committee shall be reported to the Board at its next meeting and shall be subject to ratification by the Board. Minutes shall be written and maintained of all executive meetings by the Secretary.
The Executive Committee shall review all contracts annually.

Section 2. Nominating Committee. Prior to the Annual Election of Directors, the President shall appoint a Nominating Committee to consist of not less than two (2) directors and shall designate the Chairperson of the Committee. The Committee shall propose as nominees at least the number of directors to be elected. Qualification for director shall be a willingness to assume the duties and responsibilities of Board Membership if selected. The Nominating Committee shall present the list of nominees to the Board for review and approval of ballot form and ballot preparation no later than four (4) weeks prior to the Annual Meeting.
The Board of Directors from time to time qualified and acting, shall hold a special meeting for the purpose of reviewing and approving the slate of nominees and form of ballot recommended by the nominating committee. The ballot form shall include space or spaces whereby a member may, in exercising his or her right to vote, elect to fill up to 1/3 of the vacancies occurring within any one class of directors to be voted upon, by a clearly executed write-in vote. Each ballot may designate at least one of the then serving members of the nominating committee as irrevocable proxy for purposes of the election being conducted by such ballot.
The ballot shall be mailed to each member by regular U.S. mail not less than twenty-one (21) days prior to the Annual Meeting. Ballots, to be counted, must be received at the primary office of the corporation (or its designated Post office Box) not less than three days prior to the Annual Meeting, either by U.S. mail or by personal delivery.
Each member shall have one vote for each director's position. There shall be no cumulative voting. Election of each director shall be by a simple majority of votes cast for each such position. Failure to fill any director's position by such majority shall be resolved as set forth in Article V Section 3.

Section 3. Other Committees. Such other committees may be appointed by the President with the concurrence of the Board of Directors, as may be deemed desirable for the proper administration and operation of the Corporation. Each such committee shall serve at the pleasure of the Board of Directors and shall be subject to the control and direction of the Board of Directors. All actions by any such committee shall be subject to revision and alteration by the Board of Directors provided that no rights of third persons shall be adversely affected by such revision or alteration. Any action or authorization of an act by any such committee within the authority delegated to it by the resolution establishing it shall be as effective for all purposes as the act or authorization of the Board of Directors. Any such committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.

ARTICLE VIII

Officers
Section 1. Officers of the Corporation. The officers of the Corporation shall consist of the President, and one or more Vice-Presidents, each of whom shall be members of the Board of Directors, and the Treasurer and the Secretary, who may but need not be members of the Board of Directors. The officers shall be elected and qualified. Any officer may succeed himself.
Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Powers and Duties. The powers and duties of the officers shall be as follows:

Section 3. Subordinate Officers and Agents. The Board of Directors may appoint or may authorize the President to appoint subordinate officers and agents who shall have such powers and duties as may be prescribed by the Board.

Section 4. Compensation of Officers. Compensation of the officers of the Corporation, if any, shall be fixed by the Board of Directors and shall be commensurate with the duties performed and the time devoted to the affairs of the Corporation by said officers. A member of the Board of Directors shall not participate or vote in fixing his or her compensation as an officer or employee of the Corporation.

Section 5. Vacancies. Any vacancy which may occur in any of the elective offices shall be filled at any meeting of the Board by a majority of the Directors present. An officer elected to fill a vacancy shall hold office until the next annual meeting of the Board or until his successor shall have been duly elected and qualified.

Section 6. Resignation and Removal of Officers. Any officer may resign by a notice in writing to the President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Any officer may be removed at any time with or without cause by majority vote of the directors, provided there is a quorum of not less than a majority of the entire Board present in person at the meeting at which such action is taken.

ARTICLE IX

Dissolution
On dissolution or final liquidation of the Corporation, the Board of Directors shall, after paying and making provision for the payment of all liabilities of the Corporation, distribute all of the assets of the Corporation, exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable and educational purposes, as shall at that time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal laws, as the Board of Directors shall determine. Any such assets not so distributed shall be distributed by a court of competent jurisdiction exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE X

Indemnification
Each Person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a "proceeding"), by reason of the fact he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or while a director of the Corporation is or was serving at the request of the Corporation as a director, officer, trustee, employee, or agent of another corporation, trust, or other incorporated or unincorporated enterprise, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, trustee, employee, or agent, or in any other capacity while serving as a director, officer, trustee, employee, or agent shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the New Mexico Nonprofit Corporation Act as the same exists or may hereafter be amended. All such persons shall be indemnified and held harmless by the Corporation against all expense, liability, and loss (including attorneys fees, judgments, fines, taxes or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with the indemnified action or inaction and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors, and administrators.
The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer of the Corporation in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification and advance expenses to employees and agents of the Corporation and others permitted to be indemnified by the New Mexico Nonprofit Corporation Act with the same scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.
If a valid claim pursuant to the above provisions of this Article is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the New Mexico Nonprofit Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New Mexico Nonprofit Corporation Act, nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Corporation's Articles of Incorporation, By-Laws, agreement, or disinterested directors, or otherwise.
The Corporation may maintain insurance, at its expense, or provide alternative financial arrangements including but not limited to providing a trust, letter of credit, or self-insurance to protect itself and any director, officer, trustee, employee, or agent of the Corporation or another venture, trust, or other incorporated or unincorporated enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the New Mexico Nonprofit Corporation Act.

ARTICLE XI

General
Section 1. Authority to Sign Contracts and Checks. The persons authorized to sign contracts and to sign, endorse and otherwise execute checks, drafts, notes, orders or other instruments for the payment of money issued by or to the Corporation shall be designated by appropriate resolutions of the Board.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other period as the directors may establish.

Section 3. Day. Whenever the word day or days is used herein, it shall mean calendar days, inclusive of weekends and holidays.

Section 4. Loans. No loans shall be contracted on behalf of the Corporation unless authorized by the Board of Directors.

Section 5. Limitations of Debate. Every member of the Corporation shall be entitled to speak at membership meetings on any subject brought before the Corporation for consideration. Every member of the Board of Directors shall be entitled to speak at any Board of Directors meeting on any subject brought before the Board. The Chairperson of any meeting shall, at his or her sole discretion, have the power to limit debate.

Section 6. Parliamentary Procedures. Whenever not inconsistent with these Bylaws the then current and most recently published edition of Roberts Rules of Order, Newly Revised, shall govern at all meetings of the Board of Directors and Members.

ARTICLE XIII

Amendments
The Bylaws of the Corporation may be amended only by an affirmative vote, by the directors present at a properly called regular or special meeting, of at least two-thirds (2/3) of the entire Board of Directors. The notice of such a meeting must specify that the subjects of the amendment or amendments acted upon are to be considered at the meeting, and such notice, along with the proposed amendment or amendments, shall be provided to each director at least ten (10) days prior to such meeting. Said notice may not be waived.
Adopted _________________.

_________________________.
Patrick J. Finn, President

___________________________
Eric K. Albrecht, Secretary