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ARTICLES OF ORGANIZATION/BYLAWS OF THE
COLORADO SENIOR NETWORK USER'S GROUP

The undersigned persons, all of whom are fifty five years of age or
older and are citizens of the United States, acting as responsible
organizers, hereby form an independent Non-Profit Association and adopt
the following Articles for establishment of this organization. The name
of the Association shall be Colorado Senior Network User's Group located
in the city of Colorado Springs in El Paso County. This Association is
organized exclusively for charitable and educational purposes and
coordination with other organizations that qualify as exempt
organizations under Section 501(c)(3) of the Internal Revenue Code, or
corresponding section of any future tax code.

Table of Contents:

ARTICLE I Name of Organization
ARTICLE II Duration of Organization
ARTICLE III Purposes
ARTICLE IV Location
ARTICLE V Directors and Officers
ARTICLE VI Membership
ARTICLE VII Dues, Contributions, Fees and Assessments
ARTICLE VIII Meetings
ARTICLE IX Committees and Duties
ARTICLE X General Powers and Limits
ARTICLE XI Rules of Order
ARTICLE XII Ratification and Amendments

ARTICLE I
Name of Organization:

The name of this organization is the COLORADO SENIOR NETWORK USER'S
GROUP, (referred to herein as "CoSNUG").

ARTICLE II
Duration of Organization:

The period of duration is perpetual.

ARTICLE III
Purposes:

In the interest of promoting responsible citizenship, CoSNUG has
been formed to provide seniors (i.e., those persons 55 years of age and
older) in Colorado and the surrounding area with access to
computer-related skills, information and technology, and to assist
seniors to share this knowledge and wisdom with each other and with
members of associations of similar nature in other communities.

To achieve these purposes:

a. CoSNUG cooperates with and supports activities and programs of
the Colorado Springs Senior Center computer learning efforts. These
activities include teaching and learning computer skills,
telecommunication and other utilization of computers, systems and
selected software programs.

b. CoSNUG operates a dedicated Electronic Information Service
(EIS) to promote and facilitate communication between CoSNUG members and
interested community persons/organizations which may include
intergenerational exchange between CoSNUG members and local elementary
and middle school students. Computer Shareware and Public Domain
Software programs are also available to club members.

c. Publishes a monthly newsletter, CoSNUG News Bytes, available
to CoSNUG members.

ARTICLE IV
Location:

The principal address and location of CoSNUG shall be the Colorado
Springs Senior Center, located at: 1514 North Hancock Avenue, Colorado
Springs, Colorado 80903. Correspondence should be addressed to: ATTN:
CoSNUG, in-care-of the Colorado Springs Senior Center.

ARTICLE V
CoSNUG Officers and Directors:

Section 1. The directors of CoSNUG shall consist of four elected
Officers and appointed Standing Committee Chairpersons designated herein
as the Coordinating Council.

Section 2. At the annual election, the membership shall elect the
following four officers:

1. A President. 2. A Vice President.

3. A Treasurer. 4. A Secretary.

Section 3. These officers and chairpersons shall serve without
financial compensation. The Elected Officers of CoSNUG are voting
positions. Elected Officers may not occupy or serve as Coordinating
Council Chairs during the period of their elected service.

Section 4. Eligibility: All Regular Members of CoSNUG are eligible
to be elected as officers or be appointed as committee chairpersons and
serve as members of the Coordinating Council.

Section 5. Term, nomination and election of CoSNUG Officers:

a. The term of office normally shall be for one year from
January 1st to December 31st or until their successors are elected.

b. The President shall appoint a nominating committee to
select candidates. This slate shall be presented to the membership at
the regular meeting of CoSNUG one month prior to the time for elections.
Additional nominations may be made and seconded from the floor and shall
be added to the slate. Election of officers shall take place at the
last meeting of the calendar year. Members shall vote by show of hands.
The Treasurer shall determine eligibility of electors in accordance with
these articles.

Section 6. In the event an elected officer shall not be able to
serve his or her term due to resignation, incapacity or other reason,
the President shall appoint a substitute officer from among the
membership, subject to approval by the Coordinating Council, to fulfill
the term of office. In the event that the President shall not be able
to serve his or her term, the Vice President shall assume the office of
the President, and shall appoint a Vice President, subject to the
approval by the Coordinating Council.

ARTICLE VI
Membership:

There shall be three categories of membership in CoSNUG; Regular,
Participating and Community Members. Membership shall be for one
calendar year.

Section 1. Regular Members - shall be persons at least 55 years of
age or older. They have the right to vote, to be elected as officers
of CoSNUG, and to serve as members of the Coordinating Council and
participate in all club functions.

Section 2. Participating Members - shall be individuals who
participate in voluntary supportive activities of CoSNUG such as
teaching, advising, and consulting, but may not be eligible for regular
membership because of age. Participating membership shall be offered to
individuals approved by the Coordinating Council.

Section 3. Community Members - shall be individuals and
educational, corporate, business, and professional organizations that
support the purposes of CoSNUG. Community membership shall be
designated by the Coordinating Council.

Note: Participating and Community Members are encouraged to attend
and participate at CoSNUG meetings but do not have voting privileges.
These special CoSNUG associates will have membership privileges of the
EIS.

ARTICLE VII
Dues, Contributions (, Fees and Assessments)

Section 1. Regular members shall pay annual dues to CoSNUG. The
amount and schedule of dues payment shall be recommended by the
Coordinating Council to the CoSNUG membership at a regular meeting and
approved by a majority vote of attending members provided they
constitute a quorum. Participating Members, Community Members and
others may make contributions to CoSNUG in cash or in kind. No other
fees or assessments may be levied on members of any class unless
approved by a majority vote of members attending a regular meeting
provided they constitute a quorum.

Section 2. Termination of membership: Nonpayment of dues on the
due date terminates membership. However, any individual who is otherwise
eligible for membership and who professes economic hardship may be
excused from payment of dues upon petition to and with approval of the
Coordinating Council. The names of excused members shall not be made
public. CoSNUG Membership may be terminated for gross abuse of the
privileges of membership, willful abuse of hardware, software, or
infringement of the rights of others. The decision for such termination
shall be made by a majority vote of the CoSNUG Officers and Coordinating
Council members.

Section 3. Participating and Community CoSNUG Members are not
required to pay dues.

ARTICLE VIII
Meetings:

Section 1. Regular meetings of the membership shall be conducted
once a month at a place and at times agreeable to the membership. Two
weeks notice shall be given of the time and place of membership
meetings. A regular meeting may be canceled by a majority vote of the
membership present at any prior meeting. Special meetings of the
membership may be convened at the request of ten or more CoSNUG members
or by a majority vote of the Coordinating Council. Twenty percent of
the the members in good standing or more shall constitute a quorum of
the CoSNUG membership.

Section 2. The Coordinating Council shall hold special meetings as
determined by business requirements at a time to be fixed by the
Coordinating Council members. The time and place of such meetings shall
be announced sufficiently in advance to ensure attendance by all
members. The General Membership is invited to attend meetings of the
Coordinating Council. Special meetings may be convened at the request
of two or more members of the Coordinating Council. A majority vote of
the Coordinating Council members shall constitute a quorum.

Section 3. Notice of special meetings or other notice required by
these articles shall be deemed received by members when announced in the
monthly CoSNUG News Bytes newsletter, posted in a message on the EIS or
upon telephone notification.

ARTICLE IX
Committees:

Section 1. The Coordinating Council shall serve as an Executive
Committee to conduct the regular business of CoSNUG, and shall serve as
its Board of Directors. Chairpersons serve at the discretion of the
President. Members of committees serve at the discretion of the
Committee Chairperson. Coordinating Council, by majority vote, may
remove any other member from any position of responsibility within
CoSNUG for ause, in its function as Board of Directors.

Section 2. Standing Coordinating Council (voting) Chairs/
Committees shall be:

(a) Program Chair/Committee
(b) Education Chair/Committee
(c) Publicity Chair/Committee
(d) EIS Manager Chair/Committee
(e) Funding and Research Chair/Committee
(f) Librarian Chair/Committee
(g) Membership Chair/Committee
(h) Hospitality Chair/Committee
(i) Newsletter Chair/Committee
(j) APCUG Rep Chair

Section 3. Ad hoc Committee (nonvoting) Chairs may be appointed by
the President with advice of the Council as follows:

(a) Finance Committee, fourth quarter for budget preparation.
(b) Nomination Committee, for the election of officers.
(c) Special Committees, as required

Section 4. CoSNUG Chairpersons for standing and ad hoc committees
shall be appointed by and shall serve at the pleasure of the CoSNUG
President, with advice from the Coordinating Council.

Section 5. Chairpersons shall report to the President, and upon
request of the President, directly to the membership. Committee members
shall report to their Chairperson.

Section 6. Duties of Officers: Officers shall attend meetings of
the membership and of the Coordinating Council.

The President shall preside at meetings of the membership and the
Coordinating Council. (In the absence of the President, the Vice
President shall preside. In the absence of both the President and Vice
President, meetings may be conducted by any other Coordinating Council
Chair member agreeable to the other Coordinating Council members).

The Secretary shall keep and provide records of meetings and shall
conduct correspondence necessary to the business of CoSNUG as directed
by the President and the Coordinating Council. The secretary shall post
(upload) the minutes of the General Membership and Coordinating Council
meetings to the appropriate area of the CoSNUG EIS.

The Treasurer shall have custody of funds belonging to CoSNUG, shall
collect and receive dues from the membership, receive other funds on
behalf of CoSNUG, and shall disburse funds as authorized by the
Coordinating Council. Funds shall be deposited in account(s) approved
by the Coordinating Council. The Treasurer shall maintain a current
inventory of all assets and property owned by CoSNUG. The Treasurer
shall make timely financial reports on request to the President and the
Coordinating Council and the membership. The Treasurer shall also keep
a roster of CoSNUG members 'in good standing', it being understood that
this roster is for the exclusive use of CoSNUG Officials.

Section 7. Standing Council Chairpersons duties and
responsibilities are defined in the Administrative Procedures Manual of
CoSNUG as approved by the Coordinating Council.

ARTICLE X
General Powers and Limits of power.

Section 1. CoSNUG shall govern itself essentially in accordance
with IRS Pub 557, Section 501(c)(3).

Section 2. No member of CoSNUG shall be individually or personally
liable for the debts or liabilities contracted by CoSNUG in the conduct
of routine business and procurement to be used for CoSNUG purposes,
unless that member in a document signed by that member or his or her
agent assumes that debt or liability. Further, there is no presumption
or inference that any member of CoSNUG has consented or agreed to the
incurring of any obligation by CoSNUG from the mere fact of joining or
being a member or by signing its governing articles.

Section 3. No part of the net earnings or grants of the
association shall inure to the benefit of, or be distributable to its
members, trustees, officers, or other private persons, except that the
association shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and
distributions within and for the Colorado Senior Network User's Group.
Any financial obligation, direct or indirect, loan or grant of CoSNUG
owned assets, services or funds outside of the Colorado Springs Senior's
Network User's Group (CoSNUG) will require a quorum vote of the
Coordinating Council and the General Membership. In the event both
bodies vote, the General Membership vote shall prevail.

Section 4. No substantial part of the activities of the
association shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the association shall not
participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of or in
opposition to any candidate for any public office.

Section 5. Notwithstanding any other provision of these articles,
the association shall not carry on any other activities not permitted to
be carried on (a) by an association exempt from federal income tax under
section 501(c)(3) of the Internal Revenue Code, or corresponding section
of any federal tax code, or (b) by an association, contributions to
which are deductible under section 170(c)(2) of the Internal Revenue
Code, or corresponding section of any future federal tax code.

ARTICLE XI
Rules of Order:

Except as otherwise provided in these articles, meetings and other
CoSNUG Functions shall be governed by the currently available edition of
Robert's Rules of Order.

ARTICLE XII
Ratification/Amendments/Dissolution

Section 1. These articles may be adopted and ratified, and may be
amended by a majority vote of CoSNUG members present at a regular or
duly called special meeting.

Section 2. In an emergency declared by a majority vote of the
Coordinating Council, the Coordinating Council may temporarily suspend
these articles of Organization/Bylaws. Such suspension of these
Articles of Organization/Bylaws being subject to the approval by the
General Membership at the next General Membership Meeting. These
Articles of Organization/Bylaws will be reestablished when the emergency
has been resolved.

Section 3. Upon dissolution of the association, assets shall be
distributed for one or more exempt purposes within the meaning of
section 501(c)(3) of the Internal Revenue Code, or corresponding section
of any future tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose. (It
is recommended that such assets be turned over to the Colorado Springs
Senior Center.) Any such assets not so disposed of shall be disposed of
by the County Court of El Paso County, Colorado exclusively for such
purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such
purposes.

Note: These Articles were approved at the October 23rd, 1992
meeting of the General Membership and have been amended and approved at
the March 26th, 1993; March 25th, 1994, March 24th, 1995, and April
28th, 2000 meetings of the General Membership by a majority vote.

IN WITNESS WHEREOF, we have signed these Articles of Organization
this:

date: April 28, 2000

President: William Dewar __/s/__________________________

Vice President: Robert Fineberg __/s/__________________________

Treasurer: Morgan Flaherty __/s/__________________________

Secretary: Inez Moll __/s/__________________________