This instrument constitutes the Bylaws of Knowledge: IT, A Cooperative, adopted for the purpose of regulating and managing the internal affairs of the Cooperative corporation. Article I Name and Business

§ 1.1 Name

The name of this Cooperative (hereinafter called "the Cooperative") shall be Knowledge: IT, A Cooperative.

§ 1.2 Principal Office

The Cooperative may have offices and places of business in such places as the membership may determine.

§ 1.3 Business

This Cooperative shall conduct the business set forth in the Purposes section of the Articles of Incorporation.

Article II Membership

§ 2.1 Membership

Membership in the organization shall be open, without restriction as to race, sex, religion, or political or other affiliation, to any person who can make use of its services, is in agreement with its aims and purposes, agrees to abide by its by-laws, is approved by the Board of Directors, and has complied with the share-capital requirements of section 2.2 of this article.

§ 2.2 Application

Application for membership shall be made in writing on a form provided by the Secretary for the purpose. The applicant shall pay an application fee of Fifty Dollars ($50.00). Upon approval by the board of directors, the applicant may become a full member with voting priviledges as long as she/he is in good standing with regards to the membership fee. The membership fee is set at Five Hundred Dollars ($500.00). This fee may be paid at once or at the applicant/member’s option, be paid over a term of not more than 10 months with at least $50 due each month and the first payment owed the month following acceptance of the application. This payment over time will be referred to as the Monthly Payment Plan. Either method of payment will keep the person in good standing. Any person choosing the Monthly Payment Plan is in good standing only if they are current or ahead on what is owed. If the applicant/member has not paid the membership fee in full by the end of the eleventh month after acceptance of her/his application, this person’s membership in the coop will be terminated. Any person in this situation who wishes to re-establish Coop membership will be treated as a new applicant and must re-apply, pay the $50.00 application fee and the membership fee as described above. Any applicant/member who has paid the full membership fee will be awarded one (1) share of stock. Patrons of the Cooperative's business, who have accumulated sufficient surplus savings in the form of credits toward the purchase of capital stock in the amount necessary for membership may, upon making application, be accepted as members and receive the stock certificates to which they are entitled.

§ 2.3 Action on Application for Membership

Every application for membership shall be acted upon by the board of directors, which may, in its discretion, refuse to sell to or refuse to accept a subscription for shares from any person, but such right shall not be exercised unreasonably. An applicant rejected by the board shall have the right of appeal to a meeting of the members, whose decision shall be final. Reversal of the board’s determination will occur only upon the affirmative vote of 60% of the members present and voting. Rejected applicants shall receive in cash any amounts credited on application fee or shares of stock.

§ 2.4 Rights of Inheritors

A legal heir of a deceased member, who has inherited stock in the Cooperative, may apply for membership by making formal application as authorized in section 2.2 of this article and paying the application fee, but the board of directors shall have the same rights to approve or reject as are stated in section 2.3. If the application is rejected, the Cooperative shall repurchase the deceased member’s shares, provided this can be done without jeopardizing the solvency of the Cooperative. In case the Cooperative does not or cannot repurchase such shares the inheritor shall have the right to dispose of them under the provisions of article IV, section 4.3 of these by-laws.

§ 2.5 Membership Roll

A list of the members with their addresses and the other information called for on the membership application shall be kept by the secretary. Each member shall be responsible for notifying the secretary within 10 days of any change of address.

§ 2.6 Presentation of Bylaws

A copy of these by-laws shall be given to each applicant for membership.

§ 2.7 Organization Members

Cooperative societies or other organizations whose aim and purposes are consistent with those of this Cooperative, may make application for membership and on approval by the board of directors shall subscribe for the minimum amount of stock set forth in section 2.2 of this article, or such larger amount as the board shall determine. Such an organization member shall, however, be entitled to only one voting delegate in meetings of the Cooperative.

§ 2.8 Rights and Duties of Members

Every member must agree to obey the rules of the Cooperative as set down in these by-laws, or elsewhere, and the decisions of the general membership meeting or of the board of directors. Every member must also help to promote the aims and purposes of the Cooperative, the success of its business, and the welfare of its members. The books of account, stock book, and transfer ledger of the Cooperative shall be available for inspection by any member of the Cooperative who has been a member for at least 6 months prior to written demand.

§ 2.9 Withdrawal or Expulsion from Membership

A member wishing to terminate his membership shall make written application to the board of directors, which shall have the right to establish the terms according to which the repurchase of the member’s stock may take place, subject to the provisions of article IV, section 4.3. In the interest of the Cooperative, the shares of any member may be repurchased and his membership canceled, under the terms of article IV, section 4.3. The application fee shall not be returned to a member who withdraws or is expelled.

Article III Fiscal Year

§ 3.1 Fiscal Year

The business period of this Cooperative shall begin with January 1 each year and end on December 31.

Article IV Capital

§ 4.1 Stock Certificates

A numbered certificate of shares in the Cooperative shall be issued to each member on the full payment of membership fee. Members may purchase subsequent shares at a cost set by the board.

§ 4.2 Limitation on Shareholding

No member shall hold, either directly or indirectly, more than 5 percent of the total outstanding shares of the Cooperative. The record of stockholders and the outstanding stock shall be kept by the secretary in a book for that purpose.

§ 4.3 Transfer or Repurchase of Shares

The Cooperative shall have the first option on any shares of stock offered for sale. Stockholders desiring to withdraw from membership or to dispose of surplus shares must first offer their shares to the Cooperative, through its board of directors. The amount to be paid for such stock shall be the greater of $500 per share or the par value of the member's paid-up stock, minus the proportionate share of the deficit (if any) based on total stock outstanding. The computation shall be made as of the end of the next fiscal quarter. The deficit figure used in this computation shall be the deficit of the end of the next fiscal quarter. If the Cooperative, through its board of directors, is unable or refuses to redeem such shares, the stockholder shall then have the right to dispose of them to any person eligible for membership in the Cooperative. Transfers of the shares of this Cooperative shall not be binding until made upon the books of the Cooperative with the approval of the board of directors, and no transfer (voluntary or involuntary) shall be completed until such approval is granted and the old certificate or certificates have been endorsed and surrendered and a new certificate issued in the name of the purchaser. The board of directors shall at all times have the authority to repurchase the shares of stock and to cancel the membership of any stockholder (1) who has died; (2) who has ceased to patronize the business of the Cooperative to such minimum amount per year as the board determines; (3) who has failed to make all payments due on stock subscriptions within the specified period of time; or (4) who has for any other reason, been judged unfit by the board of directors for membership. Provided, however, That such member shall have the opportunity to appear in his own defense before the next regular or special meeting of the Cooperative and that the board of directors is sustained in its action unless overruled by a 60% majority vote of the members present. After a stockholder's whereabouts has been unknown for a period of six years and, in accordance with the laws of the State of Minnesota, due notice and warning have been given in the public press, the board of directors shall have the right to cancel such membership and transfer his share capital to the reserve fund.

§ 4.4 Reducing Capital by Repurchase of Shares

Whenever the share capital of the Cooperative shall, in the judgment of the board of directors be in excess of current needs, the board shall have the right to repurchase from any or all stockholders, who have shares in excess of the minimum requirements of one (1) share, as many such shares as it shall consider necessary to the best interests of the Cooperative. The board of directors shall not repurchase the shares of any withdrawing member nor of any other member when in its judgment such a reduction of the Cooperative's capital would in any way endanger the financial condition of the Cooperative.

§ 4.5 Lien on Capital

The Cooperative shall have an absolute lien on the share or loan capital, and on the interest due thereon, of any member or any subscriber to share capital, for his debts owed to the Cooperative.

§ 4.6 Loan Capital

The Cooperative may accept loans from its members or from non-members when in the judgment of the board this is to the best interest of the Cooperative: Provided, however, that any loans designed to finance new types of business must first be authorized by vote of the board of directors. Notes or other evidences of indebtedness shall be given by the Cooperative for such loans.

§ 4.7 Returns on Share and Loan Capital

Interest on share capital shall be at the rate of no more than eight percent (8%) per annum as determined by the board no later than April 30 of any year and shall be paid only from earnings. Such return shall not be cumulative unless with regard to preferred shares. No return shall be paid on shares until the shares have been paid for in full. Loan capital shall receive interest at a rate fixed by the board of directors, but shall not exceed nine percent (9%) per annum. Such interest may be cumulative.

Article V Disposal of Net Savings

§ 5.1 Distibution of Net Savings

The board of directors shall at the end of each fiscal period provide for the distribution of the net savings remaining after expenses have been met, according to the following method: (a) General Surplus Reserve. From the net savings shall be allocated to the general reserve account 10 percent of such savings until the reserve is equal to the amount of paid-in capital; and thereafter 6 percent. The general surplus reserve shall consist of money especially allotted to it from net savings or earnings of the business, contributions from individuals, confiscated capital of removed or deceased members, and any other amounts appropriated to it by action of the board of directors or the general membership meetings. This reserve shall be used to absorb operating deficits of unsuccessful years, losses caused by fire, theft, or other reasons; for extension of the Cooperative as a producers’ and/or consumers' cooperative; or for other developments directly associated with the movement, upon vote by a general meeting of the membership. The general surplus reserve shall be the indivisible property of the Cooperative as a whole. (b) Patronage Refunds. The remainder of the net savings, after deducting the reserves, interest, and income taxes thereon, shall be distributed in patronage refunds in accordance with paragraph (c) of this section that these savings returns or patronage refunds may be paid immediately in cash, or in certificates of indebtedness, or may be placed in a revolving fund upon the books of the Cooperative to the credit of the patron members, to be paid at some future date at the discretion of the board of directors; and Provided further, That in case of a patron who is not the owner of shares sufficient to qualify for membership in the Cooperative, patronage refunds first shall be credited to the payment of such stock. If a nonmember patron fails to become a member within one (1) year from first use of the cooperative, the amount to his credit shall be transferred to the educational fund. No patronage refunds shall be paid for any period in which there was an operating deficit, nor as long as the Cooperative has a general deficit. (c) Method of Distribution. Distribution shall be made at such time and in such manner as the board determines. Any sums remaining after such distribution shall be transferred to the educational fund.

Article VI Prices

§ 6.1 Distibution Prices

As nearly as feasible, goods and services shall be supplied to the members at prices prevailing from time to time in the for profit business in the area served by the cooperative.

Article VII Government

§ 7.1 Membership Control

The control of the Cooperative shall be vested in the membership. The board of directors and such special committees as may be elected by the membership at meetings thereof shall administer its affairs. Final and supreme authority resides in the membership at their regular or special meetings.

§ 7.2 Quorum

At any regular or special membership meeting a quorum shall consist of fifty percent (50%) of the voting members shown on the Cooperative’s books at the time.

§ 7.3 Regular Membership Meetings

The regular annual meetings of the membership shall be held annually on the 2nd Monday in May, at a time and place to be determined by the board of directors and specified in the call to the meeting. Notice of regular meetings shall be posted prominently in the Cooperative's places of business and shall also be sent by e-mail to the e-mail address of every member as registered on the books of the Cooperative at the time the notices are sent. Notices shall be sent at least 10 days before the date set for the meeting.

§ 7.4 Special Meetings

Special meetings of the membership may be called at any time by action of at least one-half of the board of directors, and must be called upon petition therefore, signed by at least 10 percent of the members and presented to the board. Notice of special meetings shall be given in the same manner as is provided for regular meetings (section 7.3), but such notices shall be sent at least 14 days before the date set for the meeting. Notice of special meetings shall state the time, place, and purpose of such meetings and the business to come before it and no business other than that specified in the call shall be transacted.

§ 7.5 Rights and Limitations of the membership Meeting

The membership meeting has both the right and the responsibility to elect directors and to remove them from office if and when they are derelict in their duties; to hear and pass upon the reports of the officers, and any committees which are responsible to the membership; to make the final decision regarding any drastic changes in financial policy; to act as final arbiter in any disputes or disagreements which may arise between the board of directors and any individual members; to determine what amendments shall be made in the by-laws; and to exercise its final authority in all other matters vitally affecting the Cooperative as a democratic body and as a business organization.

§ 7.6 Participation in membership Meetings

Every member who has met all membership obligations as regards share capital, as specified in article II, section 2.2, and who has not in other respects been judged, by a membership meeting, to be delinquent or acting contrary to the interests of the Cooperative, shall be qualified to vote and to participate in the meetings of the Cooperative.

§ 7.7 Voting

Election of directors shall be by secret ballot unless unanimous consent is given to a vote by show of hands. Action on all other matters shall be by on-line voting, ballot, by an "eaye" or "no" vote or by a rising vote, as the majority of members present may decide provided that a secret written ballot must be used if requested by more than one-third of the members present and voting. Each member shall have one vote on all voting occasions, and never more than one vote, and there shall be no voting by proxy but properly and timely received mail ballots shall be counted. At the discretion of the board of directors, or upon the presentation of a petition signed by 10 percent of the membership, the secretary shall, along with the notice of meetings, include a copy of any specific proposal to be acted upon by the meeting.

§ 7.8 Open Meetings

Open Process. Meetings and Discussions by the Board, committees, and teams shall be conducted in a manner that is open to all members and on the record when there is a reasonable way to do so. Written discussion using a web based forum is the preferred method of communication, because it leaves a record and does not require a member to be physically present at a particular place and time. Sessions of a meeting may be closed only as to issues of a particularly sensitive nature. The issue to be discussed, and the reason it is being kept private must be made public. A summary must be released as soon as possible after the meeting, and contain as much information as possible, but without harming the interests of the co-op. Members may otherwise be excluded only for disruptive conduct or other sufficient cause. Scheduled meetings of the board, committees, and teams shall be posted in the coop Forum (or other designated locations) and Events calender at least ten days prior to the meeting unless unusual circumstances makes this not feasible. An advance agenda shall be published, and decisions shall be limited to issues already discussed online. Minutes of the meeting shall be posted in the Forum (or other designated locations) within five days of the meeting date. Practices discussing internal issues are exempt from this bylaw.

Article VIII Board of Directors

Between meetings of the shareholders, the affairs and management of the Cooperative shall be by a Board of Directors.

§ 8.1 Number of Qualifications

The Cooperative shall have five directors, each of whom must be a shareholder and a patron.

§ 8.2 Elections

Directors shall be elected at the annual meetings of the shareholders except as provided in these by laws.

§ 8.3 Term

Each director shall serve for a term of one year or until a replacement has been duly elected and qualified.

§ 8.4 Term Limit

No person shall serve as a director for more than three (3) consecutive terms.

§ 8.5 Increase Number

If the Board so determines, it may increase the number of directors, and may add an additional Director to Group A, Group B, and/or Group C.

§ 8.6 Nominations

Any shareholder may be nominated to be a director by self-nomination or by the written nomination of any other shareholder.

§ 8.7 On-Line Ballot

Voting on-line for directors shall be allowed at the annual meeting provided that the vote is set up in PHProjekt, or other approved goop groupware, at least 10 (ten) days, but not more than 21 (twenty-one) days before the regular meeting of the shareholders. On-line ballots must preserve the secrecy of the ballot in accordance with Minnesota Statute § 308A.311 or its successor. The use of other forms of balloting, such as mail ballots shall be at the discretion of the Board of Directors.

§ 8.8 Resignation

A director may resign by written resignation directed to the Secretary of the Cooperative. The resignation is effective upon its receipt by the Secretary.

§ 8.9 Removal

Shareholders may, by a majority vote, remove a director at a regular meeting of shareholders or at a special meeting specifically called for that purpose for any cause related to performance or non-performance of the duties of director.

§ 8.10 Vacancies

If a director’s position becomes vacant by a death, resignation, or removal by the members, the vacancy shall be filled by the remaining directors of the board until the next regular meeting of the shareholders at which time the shareholders must elect a director to fill the unexpired term of the vacant director’s position.

§ 8.11 Immunity From Personal Financial Liability

No member of the board of directors or past or former director shall have any personal liability to the cooperative or to any member or members or to any shareholder or shareholders for monetary damages for breach of any fiduciary duty as a director except as provided by Minn. Stat. Section 308A.325 or its successor.

§ 8.12 Disqualification of Officers and Directors

Any director or officer shall vacate his office if appointed to a paid position with the Cooperative; upon the filing and a voluntary or involuntary petition for relief in bankruptcy; or upon participation in the profits of any outside firm doing business with the Cooperative. No management employee of the Cooperative or person supplying the Cooperative with goods shall hold office as a director on any account whatever. No director shall engage in any business that competes with the business of the Cooperative. No credit shall be extended on the books of the Cooperative to any director.

§ 8.13 Duties of Directors

The directors shall administer all business carried on by or on account of the Cooperative. The directors shall in all their actions be under control and direction of any regular or special meeting of the members. At meetings of the board a majority shall constitute a quorum. The directors shall convene the meetings of the Cooperative. One-half of the directors may call a special shareholder meeting by giving at least seven (7) days notice in writing to the Secretary, specifying the object thereof. The directors shall act for the Cooperative and be responsible to it for the performance of the following duties: 1. To watch closely the financial condition of the Cooperative and the operating results of its business, and to take action required to keep these in a healthy condition. 2. To appoint and remove with or without cause the following officials and to assign their duties and determine their salaries: (a) A general manager to assume administrative control of the business; provided that the President shall perform these duties until a general manager is approved. (b) An auditor or auditing agency, as soon as the affairs of the Cooperative require and the finances permit the employment of a paid auditor. The board will consult an auditing committee in making this appointment, but the paid auditor shall be hired by and be directly responsible to the board. All the other employees of the Cooperative shall be hired and discharged by the general manager, except that the filling of certain key positions specified by the board may be subject to the approval of the board. 3. To require the manager and all officers and employees charged with responsibility for custody of any of its funds or property to give adequate bonds, to be paid for by the Cooperative. 4. To provide adequate insurance of the property of the Cooperative and adequate insurance against liabilities. 5. To determine and supervise the more important policies of the organization, insuring the conduct of its affairs in accordance with the by- laws, with fairness to members and employees; to provide the best possible conditions of labor consistent with other requirements of these by-laws while demanding equivalent results in efficiency and faithfulness. 6. To decide upon the major steps in business activity and expansion, including the investment of reserve funds; borrowing money, subject to article IV, section 4.6; making important financial commitments and entering into new fields of business enterprise. 7. To maintain at all times an active program of publicity and education; and to maintain relations with other societies, federations, leagues, and wholesales aimed to promote the best interests of the Cooperative and of the movement.

§ 8.14 Election and Duties of Auditing Committee

An auditing committee of 3 members shall be elected by the members of the Cooperative. They shall each serve for one (1) year and shall at all times have access to the books, vouchers, and accounts of the Cooperative; shall examine and audit the same and every balance sheet of the receipts and expenditures and effects of the Cooperative at least every 3 months; and shall report to the membership meeting, with recommendations.

§ 8.15 Educational Committees

An educational committee, consisting of 3 members, shall be elected by the board of directors or appointed by the president. Its duties shall be to educate the membership and the employees, and to inform the public at large, regarding the aims and purposes of cooperation. This committee shall have at its disposal each year (1) a sum amounting to not less than 5 percent of the net savings of the Cooperative in the previous year, (2) any sums remaining undistributed from the amount available for patronage refunds, and (3) the patronage refunds credited to nonmembers who have failed to become members within the period specified in the by-laws.

§ 8.16 Other Committees

The board may create and dissolve such other committees as it may determine from time to time are necessary or appropriate for the proper governing of the Cooperative.

Article IX Officers

§ 9.1 Officers

The Board shall elect from its members the following officers:    President    Vice President    Secretary    Treasurer

§ 9.2 Qualifications

Every Officer must be a director, a shareholder, and a patron.

§ 9.3 Resignation

A director may resign by written resignation directed to the Secretary of the Cooperative. The resignation is effective upon its receipt by the Secretary.

§ 9.4 Removal

Members may remove an officer at a members' meeting for cause related to the duties of the position of the officer and fill the vacancy caused by the removal.

§ 9.5 President

The President shall: 1. Be responsible to the Board and to the shareholders for all operational activities of the Cooperative. 2. Preside as Chair at all meetings of the Board and the shareholders. 3. Make, execute, and deliver all patronage certificates and share certificates. 4. Sign all contracts and all checks of the Cooperative. 5. Be the Chief Executive Officer and Chief Operating Officer of the Cooperative. 6. Perform all other duties as may be assigned by the Board of Directors. 7. The Presdident will be an alternate authorized signer of checks, Notes, and drafts in the absence of the Treasurer.

§ 9.6 Vice President

The Vice President shall preside over meetings of the Board and of the members in the absence of or at the request of the President; assist the President in all operational duties as Assistant Chief Operating Officer; and shall become Acting President on the death, resignation, unavailability, incapacity, or removal of the President.

§ 9.7 Secretary

The secretary shall attend all meetings of the Cooperative and of the board of directors, and shall record the names of all the directors present and the minutes of their proceedings; he shall also countersign all contracts sanctioned and entered into by the directors; he shall likewise receive all proposals for admission into the Cooperative. He shall be responsible for the correspondence, documents, and papers of the Cooperative, and shall prepare the regular statement of the Cooperative's affairs. The secretary shall on all occasions in the execution of his duties act under the superintendence, control, and direction of the board of directors. Shall maintain the current list of names, addresses and interests of all shareholders and all patrons; record and maintain accurate minutes of all meetings of the Board of Directors and of the shareholders; maintain accurate patronage records both past and current available for inspection by any qualified shareholder. The Secretary shall counter sign all contracts and obligations of the Cooperative. The Secretary will be an alternate authorized signer of checks, Notes, and drafts in the absence of the Treasurer.

§ 9.8 Treasurer

The Treasurer shall make true and correct monthly reports to the Board of the financial status of the Cooperative including, but not limited to, current asset and liability statements, income and expenses statement, cash flow statements, account values, assets values and such other statements as any member of the Board may request from time to time and shall make annual financial reports to the shareholders as directed by the Board. The Treasurer shall be authorized to sign all checks, drafts, and Notes of the Cooperative. The Treasurer shall be Chief Financial Officer and shall be responsible for the keeping of the accounts, for the funds of the Cooperative and for the investment of the same under the authority of the directors.

§ 9.9 Bond

All Officers of the Cooperative shall be bonded in such amount and with such sureties as the Board may determine from time to time.

§ 9.10 Insurance

The Board shall secure a Directors and Officers liability insurance policy with such coverages and on such terms with such insurers as it may determine from time and time. The premiums for such coverage shall be an expense of the Cooperative.

Article X Dissolution of Cooperative

§ 10.1 Dissolution

At any regular or special meeting, due notice of which has been given in advance, this Cooperative may be dissolved by a two-thirds vote of the entire membership, present or voting by mail.

§ 10.2 Disposal of Reserves

Upon such dissolution duly authorized, any reserves of the Cooperative in excess of the outstanding financial obligations and par value of the outstanding shares shall be (1) distributed among those patrons who have been members or subscribers at any time during the past 6 years, on the basis of their patronage during that period or (2) turned over to such recognized organization as the membership may determine; or (3) to some government or other public agency, to be used for some purpose consistent with the stated purposes of this Cooperative.

Article XI Amendments

§ 11.1 Amendments

These by-laws may be amended, repealed, or otherwise changed by a two-thirds vote of the members at any regular or special membership meeting, provided due notice of the proposed changes has been given in advance.