About Arbornet: Bylaws

1.01 _Principal and Other Offices_.  The principal and any other
office of the corporation shall be at such places as the Board of
Directors from time to time determines or the business of the
corporation requires, except that the registered office shall be
located within the State of Michigan.

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2.01 _Seal_.  The corporation may have a seal in such form as the
Board of Directors may from time to time determine.  The seal may
be used by causing it or a facsimile to be impressed, affixed,
reproduced or otherwise.

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3.01 (a) _Definition_.  Membership in Arbornet includes any person
who either: (1) is an M-Net Citizen, having paid yearly dues to
the corporation, the rate of which is set by the Board of
Directors, such membership starting on the day of the year on
which dues are received by the treasurer, and continuing until
that date of the following year; (2) is an M-Net member; or (3) is
an M-Net patron.

(b) _Membership in Good Standing_.  A member in good standing is
a person who fulfills all the following conditions:  1. the person
has been either a member of the corporation for one month directly
preceding the time when some relevant official business is
conducted.  2. within the last three months, the person has done
at least one of the following: (a) used an Arbornet online service
once or more; or, (b) attended an official function of Arbornet
(planned by the Board); or, (c) successfully petitioned the Board
of Directors to recognize the member as one in good standing due
to special considerations.  3. the person is not in debt to the
corporation for that membership, 4. the person is not a
corporation.

(c) _Termination of Membership_.  Termination of any privileges of
membership in good standing may be done only by vote of the Board
of Directors.

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4.01 _Number_.  The business and affairs of the corporation shall
be managed and controlled by the Board of five directors.

4.02 _Election, Resignation, Removal, and Recall_. Of the eight
directors in office as of December 31, 1991, four (John Ellis
Perry Jr., James F.  Knight, Charles M. Rader, David Lewis) shall
have terms expiring at the 1993 election.  At the April 1992 and
each subsequent annual election, successors shall be elected for
two year terms to succeed directors whose terms expire.  However,
the vacancy that exists in December, 1993 shall not be filled; in
April 1995 and every two years thereafter, three directors shall
be elected to two year terms.  Each director shall hold office
until a successor is elected and qualified, or until resignation
or removal from office.  (a) A resignation is effective upon its
acceptance by the Board of Directors, or at a subsequent time as
set forth in the notice of resignation.  (b) A Board member can be
unseated for cause. A Board member is automatically unseated after
three consecutive absences.  (c) A director may be recalled by
the voting members, according to the following procedures: (1) At
least five members in good standing, or fifteen percent of members
in good standing, whichever number is greater, must endorse the
initial recall motion within two weeks; otherwise the motion fails
immediately. One member representing their views must present, in
writing on the policy conference to the corporate community, all
pertinent reasons why they feel the director should be removed.
(2) A vote shall be conducted beginning two weeks after the motion
is endorsed by the requisite number of members.  All votes must be
returned within one week.  A user may abstain by not returning a
ballot.  The results of the vote must be posted publicly. A
majority of all MIGS must vote yes in order to carry the recall.
(d) Effective with the election of directors in 1997, a director
must maintain membership in good standing in the corporation
during the term of office.

4.03 _Vacancies_.  Vacancies in the Board of Directors occurring
by reason of death, resignation, removal or otherwise shall be
filled by the affirmative vote of a majority of the remaining
directors.  Each person so elected shall serve until the next
annual election; if the regular term has not yet expired then, a
successor shall be elected to the partial term.

4.04 _Nominations_.  No later than March 1 of each year, the Board
shall appoint an Election Committee (to consist of non-candidates)
which shall issue a call for nominees to Board positions. Only
members in good standing may be nominated; any member in good
standing may self-nominate.  A nomination of a person made by
someone other than the nominee must be accepted by the nominee.
The call shall be publicized throughout all corporate projects.
The deadline for nominations and acceptances shall be March 30.
There shall be no distinction between candidates for regular or
any partial terms; all shall be included in the same list.

4.05 _Annual Election_.  The annual election shall begin on April
14 and continue through April 21.  All member in good standing
shall be notified on or before April 14 by electronic mail.  A
voter may vote by electronic means or by sending a written
communication by US mail containing his or her votes to the
mailing address of the corporation.  No write-in votes shall be
permitted.  A written communication containing votes sent by US
mail shall be postmarked on or before April 21 to be counted.
Each voting member may cast as many votes as the number of seats
to be elected, but not more than one (1) vote per candidate.  The
Election Committee shall certify and publish the results,
including the number of votes cast for each candidate.  This
report shall also appear in the minutes of the next Board of
Directors meeting.  The candidates who receive the most votes
shall be deemed elected to regular two-year terms; winning
candidates receiving a lesser number of votes shall be deemed
elected to shorter terms to be filled, if any.  Tie votes shall be
resolved by a method determined by the incoming Board of
Directors; or, if the board fails to act within two weeks of the
election report, by lot.

4.06 _Annual Meeting_.  The annual meeting of the Board of
Directors shall be held within two weeks after the close of the
annual election voting period. At the annual meeting, the Board
shall elect officers and consider such other business as may
properly be brought before the meeting, provided that, if fewer
than a majority of the directors appear for an annual meeting, the
holding of such annual meeting shall not be required, and the
matters which might have been taken up therein may be taken up at
any later meeting.

4.07 _Regular and Special Meetings_.  Regular and special meetings
of the Board of Directors may be held at such times and places as
the majority of the directors may from time to time determine.
Special meetings may be called by the President and shall be
called by the President and Secretary upon the written request of
any two directors. (a) _Acts of the Board_. The Board shall not
vote to act upon any issue that has not been available for public
discussion for a period of seven days.  Straw polls are
permissible for the purposes of discussion, and the results must
be entered as a matter of record, without the names of the voting
directors, in the minutes of the Board's proceedings.  Any issue
may be introduced to the Board for discussion at any meeting.  (b)
_Emergency Votes_.  The Board of Directors may, under
extraordinary circumstances, decide by simple majority to vote
upon an issue considered an emergency, even if that issue has not
bee before the public a full seven days.  Both the vote to
consider an issue in exception to 4.07 (a) and the results of the
actual vote, with the name and vote of each participating Board
member, must be entered as a matter of record in the minutes of
the proceedings of the Board.

4.08 _Notices_.  Notice shall be required for any meetings of the
Board, whether regular or special.  Three days' notice shall be
given, and such notice shall state the time and place of such
meeting. Notice of time and date shall be given for closed
meetings. Notice must include, but is not limited to, the active
policy conference.

4.09.  _Initiative._ A member in good standing may initiate a
policy (not including staff matters or the expenditure of funds)
by posting it in the active M-Net citizen conference.  The posting
must state that it is an initative and that the poster is a member
in good standing.  At least five members in goodstanding, or
fifteen percent of members in good standing, whichever number is
greater, must endorse the policy initiative within two weeks,
otherwise it fails immediately. The proposers of the initiative
shall have the right to post a summary of the initiative not to
exceed five lines in the M-Net message of the day.  A vote shall
be conducted beginning two weeks after the initiative is endorsed
by the requisite number of members.  The election shall last for
one month.  The president shall appoint an Election Committee.
All members in good standing shall be notified by the Election
Committee within a week prior to the beginning of the vote.
avoter may vote by electronic means or by sending a written
communication by US mail containing his or her vote to the mailing
address of the corporation. A written communication containing a
vote sent by US mail shall be postmarked on or before the close of
the voting period.  The Election Committee shall certify and
publish the results.  This report shall also appear in the minutes
of the next Board of Directors meeting.  A majority of all members
in good standing must vote yes in order to approve the initiative.
If approved, the initiative shall become policy as if the Board of
Directors had adopted it.

4.10 _Conduct of Board Meetings_ (a) _Rules_. The rules contained
in the current edition of _Robert's Rules of Order Newly revised_
shall govern the corporation in all cases to which they are
applicable and in which they are not inconsistent with these
bylaws and any special rules of order the corporation may adopt.
(b) _Quorum_.  A majority of the Board of Directors then in office
constitutes a quorum for the transaction of business.  The vote of
a majority of the directors present at any meeting at which there
is a quorum shall be the acts of the Board, except as a larger
vote may be required by these Bylaws or the laws of the state of
Michigan. (c) _Taking Actions_. Any action required or permitted
to be taken at any meeting of the Board may be taken without a
meeting if all members of the Board consent thereto and the
writings are filed with the minutes of the proceedings of the
Board. Alternatively, an issue may be discussed and voted upon
online provided a majority of board members consent thereto. This
is called an "online motion." Any Board member who fails to
respond "aye" or "nay" to a request for an online motion on an
issue within 14 days of its posting, unless the Board member has
notified the President and Secretary that he or she will be
unavailable during that time period, or unless service
interruptions interfere with access to the online venue during
that time, will be dismissed.

4.11 _Dissents_.  A director who is present at a meeting of the
Board of Directors, at which action on a corporate matter is
taken, is presumed to have concurred in the action unless that
director's dissent is entered in the minutes of the meeting, or
unless a written dissent to the action is filed with the person
acting as secretary of the meeting before the adjournment, or sent
to the Secretary of the corporation by regular or electronic mail
promptly after the meeting. Such a right to dissent does not apply
to a director who voted in favor of such action.  A director who
is absent from a meeting of the Board is presumed to have
concurred in the action unless a written dissent is filed with the
Secretary of the corporation within a reasonable time after he or
she has knowledge of the action.

4.12 _Conflict of Interest_.  (a) Any possible conflict of
interest with respect to any issue on the part of any director
shall be disclosed to the other directors prior to any discussion
or action by the Board.  Disclosure may be made in writing or
verbally to all directors.  A conflict of interest shall be made
a matter of record. (b) Any director who has a possible conflict
of interest with respect to any matter shall neither vote nor
exercise any personal influence in the disposition of such matter.
The minutes of the meeting shall reflect the disclosure and the
director's abstention from participation.  (c) Although a director
with any possible conflict of interest shall not vote or exercise
personal influence in the disposition of such a matter, the
director shall report fully all pertinent knowledge about the
matter and answer openly why a proposed decision or transaction
would or would not be in the best interest of the corporation.

4.13 _Compensation_.  The Board of Directors shall serve without
compensation.

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5.01 _Notices_.  All notices of meetings required to be given to
directors or any committee of directors may be given by mail,
telegram, radiogram or cablegram to any director or committee
member at his or her last address as it appears on the books of
the corporation.  Such notice shall be deemed to be given at the
time when it is mailed or otherwise dispatched.

5.02. _Waiver of Notice_.  Notice of the time, place and purpose
of any meeting of directors or committee of directors may be
waived by telegram, radiogram, cablegram or other writing, either
before or after the meeting, or in such other manner as may be
permitted by the laws of the State of Michigan.  Attendance of a
person at any meeting of directors, or of a committee of
directors, constitutes a waiver of notice of the meeting except
when the person attends the meeting for the express purpose of
objecting, and does not object after the beginning of the meeting,
to the transaction of any business because the meeting is not
lawfully called or convened.

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6.01 _Number_.  The Board of Directors shall elect or appoint a
President, a Secretary and a Treasurer, and may select a
Chairperson of the Board, an Executive Vice President, and one or
more Vice Presidents, Assistant Secretaries and/or Assistant
Treasurers. The President, Chairperson of the Board, if any, and
the Executive Vice President shall be members of the Board of
Directors.  Any three of the above offices, except those of the
President and Executive Vice President, may be held by the same
person, but no officer shall execute, acknowledge or verify an
instrument in more than one capacity.

6.02 _Term of Office, Resignation and Removal_.  An officer shall
hold office for the elected or appointed term and until a
successor is elected or appointed and qualified, or until
resignation or removal from office.  An officer may resign by
written notice to the corporation.  The resignation is effective
upon its receipt by the corporation or at a subsequent time
specified in the notice of resignation.  An officer may be removed
by the Board with or without cause.  The removal of an officer
shall be without prejudice to his or her contract rights, if any.
The election or appointment of an officer does not of itself
create contract rights.

6.03 _Vacancies_.  The Board of Directors may fill any vacancies
in any office occurring for whatever reason.

6.04 _Authority_.  All officers, employees and agents of the
corporation shall have such authority and perform such duties in
the conduct and management of the business and affairs of the
corporation as may be designated by the Board of Directors and
these bylaws.

6.05 _Compensation_.  Officers of the corporation shall serve
without compensation.  The Board may award lawful compensation in
accordance with 4.07 to individuals or agencies acting in contract
with the corporation.

6.06 _Bonds_.  The Board of Directors may, by resolution, require
any and all officers, agents, and employees of the corporation to
give bond to the corporation, with sufficient sureties,
conditioned on the faithful performance of the duties of their
respective offices or positions, and to comply with such other
conditions as may from time to time be required by the Board of
Directors.

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7.01 _Chairperson of the Board_.  The Chairperson of the Board, if
such office is filled, shall be the chief executive officer of the
corporation and shall preside at all meetings of the Board of
Directors at which he or she is present.  The Chairperson shall
see that all orders and resolutions of the Board are carried into
effect.  In addition, the Chairperson shall have the general
powers of supervision and management usually vested in the chief
executive officer of a corporation, including the authority to
vote all securities of other corporations and business
organizations which are held by the corporation.

7.02 _President_.  If the office of Chairperson of the Board is
filled, the President shall be the chief operating officer of the
corporation and shall have the general powers of supervision and
management over the day-to-day operations of the corporation.  In
the absence or disability of the Chairperson of the Board, or if
that office has not been filled, the President shall perform the
duties and execute the powers of the Chairperson of the Board as
set forth in these bylaws.

7.03 _Executive Vice President_.  The Executive Vice President
shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform
such other duties as the Board of Directors or the President may
from time to time prescribe.

7.04 _Vice Presidents_.  The Vice Presidents shall perform such
duties as the Board of Directors or the President may from time to
time prescribe.

7.05 _Secretary_.  The Secretary shall attend all meetings of the
Board of Directors and shall record all votes and minutes of all
proceedings in a book to be kept for that purpose.  The Secretary
shall give or cause to be given notice of all meetings of the
Board of Directors.  He or she shall keep in safe custody the seal
of the corporation, and, when authorized by the Board, affix the
same to any instrument requiring it, and when so affixed, it shall
be attested by his or her signature, or by the signature of the
Treasurer or an Assistant Secretary.  The Secretary may delegate
any of his or her duties, powers and authorities to one or more
Assistant Secretaries unless such delegation is disapproved by the
Board.

7.06 _Treasurer_.  The Treasurer shall have the custody of the
corporate funds and securities, shall keep full and accurate
accounts of receipts and disbursements in books of the corporation
and shall deposit all moneys and other valuable effects in the
name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors.  The Treasurer shall
render to the President and directors, whenever they may require
it, an account of his or her transactions as Treasurer and of the
financial condition of the corporation.  The Treasurer may
delegate any of his or her duties, powers and authorities to one
or more Assistant Treasurers unless such delegation is disapproved
by the Board of Directors.

7.07 _Assistant Secretaries and Treasurers_.  The Assistant
Secretaries, in the order of their seniority, shall perform the
duties and exercise the powers and authorities of the Secretary in
case of his or her absence or disability.  The Assistant
Treasurers, in the order of their seniority, shall perform the
duties and exercise the powers and authorities of the Treasurer in
case of his or her absence or disability.  The Assistant
Secretaries and Assistant Treasurers shall also perform such
duties as may be delegated to them by the Secretary and Treasurer,
respectively, and also such duties as the Board of Directors may
prescribe.

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8.01 _Orders for Payment of Money_.  All checks, drafts, notes,
bonds, bills of exchange and orders for payment of money of the
corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to
time designate.

8.02 _Contracts and Conveyances_.  The Board of Directors of the
corporation may designate the officer and/or agent who shall have
authority to execute any contract, conveyance, mortgage, or other
instrument on behalf of the corporation, or who may ratify or
confirm any execution.  When the execution of any instrument has
been authorized without specification of the executing officers or
agents, the Chairperson of the Board, the President or any Vice
President, the Secretary or Assistant Secretary or Treasurer or
Assistant Treasurer may execute the same in the name and on behalf
of this corporation and may affix the corporate seal thereto.

8.03 _Loans_.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors.

8.04 _Deposits_.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such depositories as the Board of Directors shall
direct.

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9.01 _Maintenance of Books and Records_.  The proper officers and
agents of the corporation shall keep and maintain such books,
records and accounts of the corporation's business and affairs,
minutes of the proceedings of its Board and committees, if any, as
the Board of Directors shall deem advisable and as shall be
required by the laws of the State of Michigan and other states or
jurisdictions empowered to impose such requirements.  Books,
records and minutes may be kept within or without the State of
Michigan in a place which the Board shall determine.

9.02 _Reliance on Books and Records_.  In discharging the duties
of office, a director or an officer of the corporation, when
acting in good faith, may rely upon the opinion of counsel for the
corporation, upon the report of an independent appraiser selected
with reasonable care by the Board or upon financial statements of
the corporation, represented to him or her to be correct by the
President or the officer of the corporation having charge of its
books of account or stated in a written report by an independent
public or certified public accountant or firm of such accountants,
fairly to reflect the financial condition of the corporation.

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10.01 _Non-Derivative Actions_.  Subject to other provisions of
this Article and to the extent permitted by law, the corporation
shall provide for the indemnification and reimbursement of any
person made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that such person,
or a person whose legal representative or successor he or she is,

(a) is or was a director, officer or employee or agent of the
corporation; or

(b) is or was serving at the request of the corporation as a
director, member of an executive committee, officer, agent or
employee of another corporation, partnership, joint venture trust
or other such enterprise, for expenses (including attorney's fees)
and the amount of any judgment, money decree, fine, penalty,
settlement (if such settlement is approved by the Board of
Directors) or other cost actually and reasonably incurred by him
or her in connection with the defense or settlement of such
proceeding or any appeal therefrom.


10.02 _Determination that Indemnification is Proper_. Any
indemnification under this Article (unless ordered by a court of
competent jurisdiction) shall only be made by the corporation upon
a determination that the person to be indemnified acted in good
faith and in a manner which such person reasonably believed to be
in, or not opposed to, the best interests of the corporation, and,
in the case of any criminal proceeding, that such person had no
reasonable cause to believe that his or her conduct was unlawful.
Such determination shall be made in one of the following ways: (a)
by the Board of Directors by a majority of a quorum consisting of
directors who are not parties to such action, suit or proceeding;
or (b) by independent legal counsel to the corporation in a
written opinion that such indemnification is proper.  The
termination of any action, suit or 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 or in a manner reasonably
believed to be in, or not opposed to, the best interests of the
corporation nor, with respect to any criminal action or
proceeding, create a presumption that the person had reasonable
cause to believe that the conduct was unlawful.

10.03 _Expenses of Successful Defense_.  To the extent that a
person has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 9.01 of
these bylaws or in defense of any claim, issue or matter therein,
that person shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by that person
in connection therewith.

10.04 _Expense Advance_.  Expenses incurred in defending an action
described in Section 9.01 of this Article may be paid by the
corporation in advance of a determination that such
indemnification is proper upon receipt by a written guarantee by
or on behalf of the person involved to repay such amount unless it
is later determined that such person is entitled to
indemnification in accordance with these bylaws.

10.05 _Former Directors and Officers_.  The indemnification
provided in the foregoing Sections continues as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person.

10.06 _Insurance_.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against and incurred by that person in any such capacity, or
arising out of such status, whether or not the corporation would
have power to indemnify him or her against such liability under
these bylaws or the laws of the State of Michigan. The Board of
Directors may also purchase insurance to protect any property or
equipment belonging to the corporation, on behalf of the
corporation, as part of the Board's routine duties.

10.07 _Changes in Michigan Law_. In the event of any change of the
Michigan statutory provisions applicable to the corporation
relating to the subject matter of Article IX of these bylaws, then
the indemnification to which any person shall be entitled
hereunder shall be determined by such changed provisions.  The
Board of Directors is authorized to amend these bylaws to conform
to any such changed statutory provisions.

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11.01 _Fiscal Year_.  The fiscal year of the corporation shall
begin on the 1st day of July and end on the 30th day of June
annually.

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12.01 _Amendments_.  Except as otherwise provided herein, the
bylaws of the corporation may be amended, altered or repealed, in
whole or in part, by the Board of Directors at any meeting duly
held in accordance with these bylaws, provided that the notice of
the meeting includes notice of the proposed amendment,
alternative, or repeal.

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13.01 _Nondiscrimination_.  No person shall be excluded from
participation in the corporation, denied benefits or be otherwise
subject to unlawful discrimination under any program or activity
of the corporation on the grounds of age, sex, race, color, creed,
sexual orientation, religion, or national origin.

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14.01 _Distribution of Assets_.  Upon dissolution of the
corporation, the assets remaining after satisfaction of all
liabilities and obligations shall be distributed to such
organizations as are qualified as tax exempt under section 501 (
c) (3) of the Internal Revenue Tax Code, as amended, or the
corresponding provisions of a future United States Internal
Revenue Code.

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