about swdc corporation articles

BYLAWS
OF
SOUTHWESTERN COLORADO DATA CENTER, INC.

(a Non-Profit Corporation)
(hereinafter referred to as the Corporation)

ARTICLE I
OFFICES

1. Principal Business Offices. The principal office of the Corporation in the State of Colorado shall be located at 4433 County Road 23, Ridgway, CO 81432. The Corporation may have such other offices, either within the State of Colorado as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

2. Registered Office. The Corporation shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office as required by the Colorado Nonprofit Corporation Act.

1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors, and all the rights, powers, duties and responsibilities relative to the management and control of this Corporation's property and affairs are vested in the Board of Directors. These powers exist in the directors meeting as a group and not in individual directors, except as delegated by the Board. The directors have a duty to exercise reasonable care and prudence in the administration of the affairs of this Corporation and are responsible to disburse the funds and property received by the Corporation only for the purposes for which they were received. The Board shall require a regular accounting of all funds disbursed by the Corporation. Directors need not be residents of the State of Colorado.

2. Number Tenure. There shall be six directors. One director shall act as the administrator of the Corporation and shall serve in ex-officio, non-voting capacity. Each director, except the administrator, shall hold office until such director's successor has been elected by the members or appointed by the Board of Directors. The terms of the directors of the Corporation shall begin immediately following their election by the members or their appointment. The number of directors may be expanded, the number, manner of appointment and the terms to be determined by the Board of Directors.

3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than these Bylaws, immediately after the annual meeting. The Board of Directors shall meet at least semi-annually at a time and place to be determined by the president.

4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president, or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, within the State of Colorado, as the place for holding any special meeting of the Board called by them.

5. Notice. Notice of any special meeting of the Board of Directors shall be given at least five (5) business days previously thereto by written notice delivered personally or sent by mail or facsimile (if available) to each director at had address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered two (2) days after having been deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is received. Any director may waive notice of any meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.

6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

8. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members by resolution of the Board of Directors.

9. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.

10. Informal Action Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting of a consent in writing, setting forth the action so taken, shall be signed by al of the directors.

11. Meetings by Telephone. Members of the Board of Directors or any committee designated thereby may hold or participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time.

12. Resignation and Removal. Any director may resign at any time by delivering a written resignation to the Board of Directors. The acceptance of such a resignation shall not be necessary to make it effective (unless acceptance is made a condition of the resignation). Any director may be removed at any time for cause by the affirmative vote of two-thirds of all of the directors present, provided that the notice of the meeting where such action is taken specifies that one of the items on the agenda for said meeting shall be the proposed removal of such director. "Cause" shall be any conduct injurious to the best interests of the Corporation, including, but not limited to, the following:

13. Attendance at Board Meetings. A director, who misses two consecutive regularly scheduled meeting of the Board without delivering an explanation satisfactory to a majority of the other directors in attendance at such meeting, may be removed by the affirmative vote of a majority of the directors present at any meeting.

1. Officers. The officers of the Corporation shall be a president, a vice president, a secretary, and a treasurer. The officers of the Corporation shall be elected from the members of the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

3. Removal Resignation. Any officer elected or appointed by the Board of Directors may be removed as an officer and/of director by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Any officer may resign at any time by giving written notice to the Corporation.

4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors.

5. President. The president shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the secretary or any other proper officer of the Corporation, contracts or other instruments which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statue to some other officer of agent of the Corporation; and in general he/she shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

6. Vice President. In the absence of the president or in the event of his or her incapacity to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned him or her by the president or by the Board of Directors.

7. Treasurer. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety of sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the Corporation and, in general, perform all the duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

8. Secretary. The secretary shall keep the minutes of the meeting of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member, which shall be furnished to the secretary by such member; and in general perform all duties as from time to time may be assigned to him or her by the president or by the Board of Directors.

1. Committees. The Board of Directors may establish committees to carry out the duties of the Board of Directors. The Board of Directors shall, by resolution, provide for the membership and rules of operation for each committee established.

1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws to enter into any contract or execute and deliver, any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

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

3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other repositories as the Board of Directors may select.

4. Gifts. The Board of Directors may accept on behalf of the Corporation any donation, contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

5. Compensation of Employees and Directors.

6. Unless otherwise provided by resolution adopted by the Board of Directors, the president or the administrator may from time to time appoint one or more agents or attorneys in fact of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he/she may deem necessary or proper in the promises.

1. Classes of Membership. The Board of Directors may, by resolution, establish one or more classes of membership and the terms and conditions of such membership.

2. Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.

3. Issuance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his/her name and delivered to him/her by the secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article VI.

No officer of director of the Corporation shall have an interest, directly or indirectly, in any contract relating to the operations conducted by the Corporation, nor in any contract for furnishing services or supplies to the Corporation, unless such contract is authorized by a majority of the Board of Directors at a meeting at which the presence of such interested director is not necessary for the purposes of a quorum or for the purposes of such majority, and the fact and nature of such interest is fully disclosed or known to the Directors present at the meeting at which such contract shall be authorized.

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and record of the corporation may be inspected by any Director or member, or his/her agent or attorney, for any proper purpose at any reasonable time during customary hours of operation of the principal office of the Corporation.

1. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Corporation by members of the Corporation.

2. Payment of Dues. Dues shall be payable to the Corporation at its principal office.

3. Default and Termination of Membership. When any member of the Corporation shall be in default in the payment of dues for a period of four months from the beginning of the fiscal year or period for which such dues became payable, his membership may thereupon be terminated by the president or, in his/her absence, the vice president, subject to such action being ratified by the Board of Directors.

The corporate seal shall be in such form as shall be approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The impression of the seal may be made and attested by either the president, vice president, secretary or treasurer for the authentication of contracts or other papers requiring the seal.

The fiscal year of the Corporation shall be determined by the Board of Directors.

1. Indemnification. No officer of Director of the Corporation shall be personally liable for any obligations of the Corporation or for any duties or obligations arising out of any acts or conduct of said officer of Director performed for or on behalf of the Corporation. The Corporation shall and does hereby indemnify and hold harmless each person and his or her heirs and personal representatives who shall serve at any time hereafter as to all claims, judgments, and liabilities to which such persons shall become subject by reason of either heretofore or hereafter serving as a Director or officer of the Corporation, or by reason of any action alleged to have been heretofore of hereafter taken or refrained from by any such Director or officer, and shall reimburse each such Director or officer for all legal and other expenses reasonably incurred in connection with the defense of any such claim or liability arising out of such person's own negligence or willful misconduct. The Corporation shall have the power to defend such person from all suits an claims as provided for under the Colorado Non-Profit Corporation Act or the laws of any other state in which the Corporation does business.

The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which such person may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The Corporation, its Directors, officers, employees and agents shall be fully protected in taking any action or making any payment or in refusing to do so in reliance upon the advice of counsel. The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of members or disinterested Directors, or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office, and shall continue as to such person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs and personal representatives of such person.

Whenever any notice is required to be given under the provisions of the Colorado Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

These Bylaws may be amended at any time by a majority vote of the Board of Directors present at a regular or special meeting of the Board, provided that at least 15 days prior notice has been given, including the language proposed to be changed, in accordance with the notice requirements of these Bylaws.

Adopted by resolution of the Board of Directors January 9, 1995.
Revised by resolution of the Board of Directors April 4, 2002.