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Minutes of Meeting - January 11, 2000

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Form 1023 Part I, #11, A

ARTICLES OF INCORPORATION

OF

LA CROSSE AREA COMMUNICATIONS CONSORTIUM, INC.

The undersigned, a natural person of the age of eighteen (18) 
years or more acting as incorporator of a Corporation under the 
Wisconsin Nonstock Corporation Law (Chapter 181 of the Wisconsin 
Statutes), adopts the following Articles of Incorporation for such 
Corporation.

Article I

Name

The name of the Corporation is La Crosse Area Communications 
Consortium, Inc. (hereinafter referred to as the "Corporation").

Article II

Purposes

The Corporation is organized and shall be operated exclusively for 
charitable and educational purposes within the meaning of Section 
501(c)(3) of the Internal Revenue Code of 1986, as amended, or the 
corresponding provisions of any future United States Internal Revenue 
Law (hereinafter the "internal Revenue Code"); to engage in activities 
relating to the aforementioned purposes; and to invest in, receive, hold, 
use and dispose of all property, real or personal, as may be necessary or 
desirable to carry into effect the aforementioned purposes; exclusively, 
however, for the benefit of and to carry out some or all of the purposes 
of La Crosse Area Communications Consortium, so long as this organization 
is described in Section 509(a)(1) or 509(a)(2) of the Internal Revenue Code,
and other Section 501(c)(3) organizations described in Section 509(a)(1) or
509(a)(2) of the Internal Revenue Code which are affiliated with the 
aforesaid organization.

Notwithstanding any other provisions of these Articles of Incorporation, 
the Corporation shall not carry on any activities not permitted to be 
carried on (a) by a corporation exempt from Federal income tax under 
Section 501(c)(3) of the Internal Revenue Code or (b) by a corporation, 
contributions to which are deductible under Section 170(c)(2) of the 
Internal Revenue Code.

Without limitation on activities of the Corporation, the general purpose 
shall be to exist for the purpose of facilitating the organization, 
interconnection, and sharing of community-wide information resources. 
This will be accomplished via information sharing with the rest of the 
world using voice, video, and/or data technology. The beneficiaries of 
this process include the citizens, businesses, public/private institutions 
and governmental agencies of the La Crosse area.


  Article III

Powers

The Corporation shall have all powers conferred upon nonstock, nonprofit 
corporations organized under Chapter 181 of the Wisconsin Statutes and 
any successor provisions thereof now enacted or hereafter amended but 
shall exercise such powers only in fulfillment of its above-stated 
purposes.

The Corporation shall not engage in any of the following activities:

1. The Corporation shall not participate in, or intervene in (including 
the publishing or distribution of statements), any political campaign on 
behalf of any candidate for public office.

2. No substantial part of the activities of the Corporation shall consist 
of carrying on propaganda, or otherwise attempting, to influence legislation;
provided, however, that this provision shall not apply to activities consisting
of carrying on propaganda, or otherwise, to influence legislation, to the 
extent the Corporation has made an election pursuant to and remains in 
compliance with the restrictions of Section 501(h) of the Internal Revenue Code.

3. No dividends shall be paid to and no part of the net earnings of the 
Corporation shall inure to the benefit of any private individual within 
the meaning of Section 501(c)(3) of the Internal Revenue Code.

Article IV

Members
The Corporation shall have no members.

Article V

Board of Directors

The affairs of the Corporation shall be managed by a Board of Directors. 
The number of Directors constituting the initial Board of Directors shall 
be twelve (12); thereafter, the number and manner of election or appointment 
of Directors and their terms of office shall be as provided in the Bylaws, 
but the number of Directors shall not be less than nine (9).

  Article VI

Dissolution and Liquidation

The Corporation may be dissolved upon the adoption of a plan to dissolve in 
the manner now or hereafter provided in the Wisconsin Statutes. Upon the 
dissolution of the corporation, the Board of Trustees shall, after paying 
or making provisions for the payment of all the liabilities of the corporation, 
dispose of all 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, educational, religious, 
or scientific purposes as shall at the time qualify as an exempt organization 
or organizations under section 501 (c)(3) of the Internal Revenue Code of 1986 
(or the corresponding provision of any future United States Internal Revenue Law),
as the Board of Trustees shall determine. Any such assets not so disposed of 
shall be disposed of by the Court of Common Pleas of the county in which the 
principal office of the corporation is then located, 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 VII

Amendment

The Articles of Incorporation of this Corporation may be amended or repealed 
by a two-thirds majority action of the then appointed Board of Directors at 
the annual January meeting of the Corporation.

Article VIII

Director Liability/Indemnification

The Corporation shall indemnify and hold harmless, and advance expenses to, 
to the fullest extent permitted by applicable law as it presently exists or 
may hereafter be amended, any person who was or is made or is threatened to 
be made a party or is otherwise involved in any action, suit or proceeding, 
whether civil, criminal, administrative or investigative (a "proceeding") by 
reason of the fact that he, or a person for whom he is the legal representative, 
is or was a director or officer of the Corporation or is or was serving at 
the request of the Corporation as a director or officer of another corporation 
or of a partnership, joint venture, trust, enterprise or non-profit entity, 
including service with respect to employee benefit plans, against all liability 
and loss suffered and expenses reasonably incurred by such person. The 
Corporation shall be required to indemnify a person in connection with a 
proceeding initiated by such person only if the proceeding was authorized 
by the Board of Directors of the Corporation.


  A director of the Corporation shall not be personally liable to the 
Corporation or its stockholders for monetary damages for breach of fiduciary 
duty as director, except to the extent such exemption from liability or 
limitation thereof is not permitted under the General Corporation Law of the 
State of Wisconsin as the same exists or may hereafter be amended. Any repeal 
or modification of the foregoing sentences shall not adversely affect any right 
or protection of a Director of the Corporation existing hereunder with respect 
to any act or omission occurring prior to the time of such repeal or modification.

Article IX

Miscellaneous

Section 1. The name of the initial registered agent of the Corporation is:

Mr. John Sarnowski
313 15th Avenue North
Onalaska, Wisconsin 54650

Section 2. The mailing address in Wisconsin of the principal office of the 
Corporation is at the following address in La Crosse County:

La Crosse Area Communications Consortium, Inc.
313 15th Avenue North
Onalaska, Wisconsin 54650

	Section 3. The names and addresses of the persons constituting the 
initial Board of Directors are:

Ms. Judy Aakre, 1855 East Main St.,Onalaska, WI 54650	Education: K-12
Mr. Jeff Bluske, 400 4th St. North, Rm 105, La Crosse, WI 54601	County Govt.
Mr. John Dial, Tribnet Sysop; 401 North Third, La Crosse, WI 54601 Communications
Mr. Mark Franz, 815 South 9th St, La Crosse, WI 54601	Education: Higher
Mr. Roger Plesha, 929 King, La Crosse, WI 54601	City Govt.
Mr. David Polodna, 800 Main St., 12 Crosse, WI 54601	Public Utilities
Mr. Duane Ring, 206 5th Ave. S, Box 820, La Crosse, WI 54601	Communications
Mr. John Sarnowski, 313 15th Ave North, Onalaska, WI 54650	Business
Mr. Tim Tracy, 712 Main St., La Crosse, WI 54601	Business
Dr. Martin Venneman, 105 Main Hall, UW-La Crosse,La Crosse, WI 54601   Business
Ms. Jan Wee, 431 N. Youlon, West Salem, WI 54669	At-Large
Mr. Ralph Whiting, 807 East Ave South, La Crosse, WI 54601	At-Large

  Section 4. The name and address of the incorporator are:

Mr. John Sarnowski
313 15th Avenue North
Onalaska. Wisconsin 54650

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day 
of ________, 1996.


______________________

STATE OF WISCONSIN	]
	]
COUNTY OF _____________]

	Personally came before me this ____day of_______,1996, the 
above-named ________to me known to be the person who executed the 
foregoing instrument and acknowledged the same.

________________
	Notary Public
[NOTARIAL SEAL]	My Commission Expires:_____



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Form 1023 Part I, #11, B

BYLAWS

OF

LA CROSSE AREA COMMUNICATIONS CONSORTIUM, INC.

Article I

Purposes of Corporation

The purposes of this Corporation shall be as set forth in the Articles
 of Incorporation of the Corporation. These Bylaws specify various 
matters affecting the operations and governance of the Corporation.

Article II

Directors

Section 1. Powers. Subject to the limitations of the Articles of 
Incorporation of the Corporation, these Bylaws and the laws of the 
State of Wisconsin, the affairs of the Corporation shall be managed 
by the Board of Directors.

Section 2. Number: Appointment: Term. The number of Directors of 
this Corporation shall be twelve (12) unless increased by action of 
the Board of Directors of the Corporation. Directors appointed from 
each of the following community interests and in the numbers specified 
are entitled to a seat on the Board of Directors:

	Community Interest	Number of Representatives
	Communications	2
	Education (K- 12)	1
	Education (College/University)	1
	Public utilities (i.e., library)	1
	Business	3
	City Government	1
	County Government	1
	At-large representatives	2

Each Director so chosen will serve until resignation or removal 
by the Board of Directors.

Section 3. Resignation. A Director may resign at any time by giving 
written notice to the Secretary of the Corporation, who shall advise 
the Board of Directors of this Corporation of such resignation. Such 
resignation shall take effect at the time specified therein, or, if 
no time is specified, then upon receipt of the resignation by the 
Secretary of the Corporation, and unless otherwise specified therein, 
acceptance of such resignation shall not be necessary to make it effective.

Section 4. Remove. The Director chosen by the Board of Directors entitled 
to a seat on the Board may be removed from office by the action of the 
Board of Directors whenever in its judgment the best interests of the 
Corporation will be served thereby, without prejudice to the contract 
rights, if any, of the Director so removed. Notice of removal must be 
in writing to the Secretary of the Corporation who shall advise the 
Corporation of such removal.

Section 5. Vacancies. A vacancy in a Board position held by an elected 
Director occurring for any reason shall be filled by the Board of Directors. 
Each Director so appointed shall hold office until such Director's death, 
resignation or removal.

Section 6. Meetings.

a. Annual meeting. A regular annual meeting of the Board of Directors 
shall be held each year during the month of January.

b. Other Regular Meetings. Other regular meetings of the Board of Directors 
of the Corporation may be held with or without notice at such regularly 
recurring time and place as the Board of Directors may designate.

c. Special Meetings. Special meetings of the Board of Directors for any 
purpose or purposes shall be held whenever called by the President of the 
Corporation or a majority of the Directors in office.

Section 7, Notices. With the exception of regular meetings as set forth 
in Section 6b above of this Article, notice of any meeting of the Board 
of Directors, in each case specifying the place, date and hour of the meeting, 
shall be given to each Director by delivering notice at least seven (7) days 
before the time set for such meeting. If mailed, such notice shall be deemed 
to be delivered when deposited in the United States mail, with postage prepaid, 
addressed to the Director at the Director's address as it appears on the records 
of the Corporation. Neither the business to be transacted at, nor the purpose of, 
any meeting of the Board of Directors need be specified in the notice or waiver 
of such notice of such meeting.

Section 8. Waiver of Notice. The transaction of any meeting of the Board of 
Directors, however called and noticed or wherever held, shall be as valid as 
though had at a meeting duly held after regular call and notice, if a quorum 
is present and if, either before or after the meeting, a written waiver of notice 
of the meeting, containing the same information as would have been required to 
be included in a proper notice of the meeting, is signed by (a) each Director 
not present at the meeting and (b) each Director present at the meeting who 
objected thereat to the transaction of any business because the meeting was 
not lawfully called or convened. All such waivers shall be fried with and made 
a part of the minutes of the meeting.

Section 9. Action Without Meeting. Any action which may be taken at a meeting 
of the Board of Directors may be taken without a meeting if all the Directors 
shall consent in writing to such action. Such action by written consent shall 
have the same force and effect as the unanimous vote of the Directors.

Section 10. Quorum. A majority of the Directors fixed pursuant to the Articles 
of Incorporation or these Bylaws shall constitute a quorum for the transaction 
of business. The act of a majority of the Directors present at a meeting at 
which a quorum is present shall be the act or decision of the Board of Directors, 
unless the act of a greater proportion is required by the law, the Articles of 
Incorporation or these Bylaws.

Section 11. Organization. The President of the Corporation or, in the absence 
of the President, the Vice President or a chairman chosen by a majority of the 
Directors present, shall act as chairman at any meeting of the Board of Directors. 
The Secretary of the Corporation, or in the absence of the Secretary any person 
appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 12. Compensation. No Director shall receive compensation for service 
as a Director but Directors may receive reimbursement of reasonable expenses 
in attending any meeting of the Board of Directors or in otherwise fulfilling 
their duties as Directors hereunder. Nothing herein contained shall be construed 
to preclude any Director from serving the Corporation in any other capacity, or 
receiving reasonable compensation therefor.

Section 13. Director Conflicts of Interest. No contract or other transaction 
between this Corporation and one or more of its Directors or any other corporation, 
firm, association, or entity in which one or more of its directors are Directors or 
officers or has a material financial interest, shall be either void or voidable 
because of such relationship or interest or because such Director or Directors 
are present at the meeting of the Board of Directors or a committee thereof which 
authorizes, approves or ratifies such contract or transaction or because his or 
their votes are counted for such purpose, if (1) the fact of such relationship 
or interest is disclosed or known to the Board of Directors or committee which 
authorizes, approves or ratifies the contract or transaction by a vote or consent 
sufficient for the purpose without counting the votes or consents of such interested 
Directors; or (2) the fact of such relationship or interest is disclosed or known 
to the members entitled to vote and they authorize, approve or ratify such contract 
or transaction by vote or written consent; (3) the contract or transaction is fair 
and reasonable to the Corporation. Common or interested Directors may be counted in 
determining the presence of a quorum at a meeting of the Board of Directors or a 
committee thereof which authorizes, approves or ratifies such contract or transaction.

Article III

Officers

Section 1. Officers. The Corporation shall have a President, a Vice President, 
a Secretary, a Treasurer and such other officers as the Board of Directors may 
from time-to-time elect.

Section 2. Election. The officers of the Corporation shall be elected by the Board 
of Directors at its annual meeting, and each officer shall hold office until 
officer' s successor shall have been duly elected and qualified, or until such 
officer's death, resignation or removal.

Section 3. Resignation. Any officer may resign at any time by giving written notice 
to the Secretary of this Corporation. Such resignation shall take effect at the time 
specified therein, or, if no time is specified, then upon receipt of the resignation 
and, unless otherwise specified therein, acceptance of such resignation shall not be 
necessary to make it effective.

Section 4. Removal. Any officer may be removed from office by the action of the Board 
of Directors whenever in its judgment the best interests of the Corporation will be 
served thereby, without prejudice to the contract rights, if any, of the officer so 
removed.

Section 5. Vacancies. A vacancy occurring in any office, for any reason, may be 
filled for the unexpired portion of the term of said office by the Board of Directors.

Section 6. President. The President shall chair meetings and shall otherwise perform 
functions appropriate to his office or delegated by these Bylaws or the Board of Directors.

Section 7. Vice President. The Vice President shall serve in the absence of the President 
of the Corporation. Either the President or Vice President may sign and execute, in the 
name of the Corporation, any instrument or document consistent with the foregoing general 
delegation of authority or any other instrument or document specifically authorized by 
the Board of Directors, except when the signing and execution thereof shall have been 
expressly delegated by the Board of Directors or by these Bylaws to some other officer 
or agent of the Corporation; provided, that neither the President nor Vice President 
nor any other Officer may sign any deed or instrument of conveyance or endorse any 
security or execute any checks, drafts, or other orders for payment of money, notes, 
acceptances, or other evidence of indebtedness without the specific authority of the 
Board of Directors.

Section 8. Secretary.. The Secretary shall send or have sent appropriate notices, 
prepare or have prepared agenda for minutes of all meetings of the Board of Directors 
of the Corporation and shall act as custodian of all records and reports.



Section 9. Treasurer. The Treasurer shall have responsibility for the funds of the 
Corporation and shall render or cause to be rendered interim and year-end statements 
of the financial condition of the Corporation.

Section 10. Compensation. No officer shall receive compensation for services as an 
Officer but Officers may receive reimbursement of reasonable expenses in fulfilling 
their duties as Officer hereunder.

Article IV

Committees

Section 1. Committees. The Board can establish such permanent and special committees 
as it deems appropriate.

Article V

Miscellaneous

Section 1. Instruments: Bank Accounts: Checks and Drafts: Loans: Securities. The 
Board of Directors shall establish policies and procedures with respect to execution 
of instruments, deposits to and withdrawals from checking and other banking accounts, 
loans or borrowings by the Corporation and sales of securities.

Notwithstanding the foregoing, no loans may be made to any officer or Director, 
directly or indirectly.

Section 2. Fiscal Year. The fiscal year of the Corporation shall end on such 
date as shall be established by the Board of Directors.

Section 3. No Corporate Seal. The Corporation shall have no seal.

Article VI

Indemnification

Section 1. Mandatory. Indemnification. The Corporation shall, to the fullest 
extent permitted or required by Sections 181.041 to 181.953, inclusive of the 
Wisconsin Nonstock Corporation Law ("Statute"), including any amendments 
thereto (but in the case of any such amendment, only to the extent such 
amendment permits or requires the Corporation to provide broader indemnification 
rights than prior to such amendment), indemnify its Directors and Officers 
against any and all liabilities incurred by them, and advance any and all 
reasonable expenses as incurred by them, in any proceeding to which any Director 
or Officer is a party because he is a Director or Officer of the



Corporation. The Corporation shall indemnify its employees and authorized 
agents, acting within the scope of their duties as such, to the same 
extent as Directors or Officers hereunder. The rights to indemnification 
granted hereunder shall not be deemed exclusive of any other rights to 
indemnification against liabilities or the advancement of expenses to 
which such person may be entitled under any written agreement, board 
resolution, the Statute or otherwise. The Corporation may, but shall not 
be required to, supplement the right to indemnification against liability 
and advancement of expenses under this Section 1 by the purchase of insurance 
on behalf of any one or more of such persons, whether or not the Corporation 
would be obligated to indemnify such person under this Section 1. All 
capitalized terms used in this Article V and not otherwise defined herein 
shall have the meaning set forth in Section 181.041 of the Statute.

Section 2.        Private Foundation Limitations. Notwithstanding the 
foregoing, no indemnification will be permitted to the extent such 
indemnification would constitute an act of ?self-dealing" or is otherwise 
subject to excise taxes under Chapter 42 of the United States Revenue Code 
of 1986, as amended, or any successor provisions thereto, or prohibited 
under Section 181.77 of the Wisconsin Statutes or any successor provisions 
thereto.

Article VII

Non-Discrimination
The services and activities of this Corporation shall at all times be 
conducted on a non-discriminatory basis without regard to color, national 
origin, sex, religious preference or creed, age or physical impairment or 
handicap (except in the case of eligibility for participation in health 
care programs restricted by their nature to persons of certain sex, age 
or physical characteristics).

Article VIII

Amendment
The Bylaws of this Corporation may be amended or repealed by two-thirds 
majority (except as provided herein) action of the then appointed Board 
of Directors of the Corporation. Article II, Section 2, and Article VIII 
of these Bylaws will require unanimous vote of the Directors.

3/20/96