ARTICLE I. -- Name and Origin

The US Internet Industry Association ("USIIA" or "Association") is a nonprofit corporation organized under the laws of the District of Columbia by Certificate of Incorporation dated June 17, 1994.

ARTICLE II. -- Purpose and Objectives

USIIA is a non-profit trade association that exists to foster and promote the growth of companies and individuals engaged in Internet commerce, content and connectivity (the "Industry").

The objectives for which USIIA is organized are to:

• Promote and encourage the development of the Industry.
• Emphasize self-regulation through close cooperation with federal, state and local governmental authorities, as well as international governing and advisory bodies, in order to craft policies and solutions which address the concerns of those entities, thereby avoiding legislative or regulatory action which would be detrimental to the Industry.
• Provide a forum for individuals and businesses working in the Industry to discuss and analyze issues germane to the Industry, form opinions and exchange information.
• Establish and foster the confidence and trust of consumers in order to stimulate increased utilization of Internet and online services.
• Educate the Industry and the public regarding the ways in which the Industry can be used to the benefit of individuals, businesses, and the global society.
• Represent the interests of the Industry before local, state, federal and international regulatory and legislative bodies.
• Conduct market research to assist the growth of the Industry and to provide reliable public information.
• Publish information for distribution to members of the Association.

ARTICLE III. -- Board of Directors

Section 1. General Provisions -- Elections, Term of Office, Number of Directors.

The management of this Association shall be under the control of a board of Directors (the "Board") elected from the regular membership. The Board shall consist of not fewer than three nor more than 25 Directors, four of whom shall also be Officers. Each Director must be an individual who, at all times during his/her tenure as a Director, is a member in good standing or a designated representative of a member in good standing. No corporate member shall have more than one designated representative serving as a Director at any time. The Board of Directors shall establish guidelines and procedures from time to time to carry out the requirements for qualification and disqualification of Directors under this Section 1.

Directors will be elected prior to the Annual Meeting of USIIA to serve a two-year term. Nominations of persons for election shall be made by a Nominating Committee composed of Board members who shall be designated by the Chairman. The Nominating Committee shall report the names of the candidates ("Nominees") to the Chairman 90 days before the Annual Meeting. The report shall include a brief biographical sketch of each Nominee. The Nominating Committee shall not be bound to designate Nominees to fill any or all of the vacant positions on the Board. The Secretary shall submit a written or electronic ballot to all current members of the Association 60 days prior to the Annual Meeting. Completed ballots shall be collected by the Secretary prior to the Annual Meeting. Nominees receiving a majority of affirmative votes from among those members casting votes shall be declared elected. Announcement of the election results shall be made at the Annual Meeting.

Section 2. Compensation of Directors.

Directors shall not receive any compensation for their services as such, but the Board may authorize reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude a Director from serving the Association in any other capacity and receiving compensation for such services, except that such service must occur with the full knowledge and approval of the Board.

Section 3. Directors Emeritus.

In addition to the Directors provided for in Section 1 of this Article, the members of USIIA at the Annual Meeting may, in recognition of past service to the Association, elect any former Director as a Director Emeritus. A Director Emeritus shall have the rights and privileges of a Director of the Corporation, except that he/she may not vote as a Director, serve on the Executive Committee, or be counted for purposes of determining a quorum of Directors under Article III, Section 8, of these Bylaws.

Section 4. Ex-Officio Directors.

The Directors may designate from time to time other members to act as ex-officio Directors with the right to attend meetings of the Board, but who may not be counted for purposes of determining a quorum of Directors under Article III, Section 8 of these Bylaws and may not vote as a Director.

Section 5. Founding Director.

Dennis C. Hayes shall, upon completion of his tenure as Chairman of the Board of USIIA, be designated Founding Director. He shall continue to serve the Association as a Director subject to these Bylaws and as a permanent and voting member of the Executive Committee.

Section 6. Powers and Duties.

The Board shall have control and direction of the affairs of USIIA. It shall determine its policies or changes thereto within the limits of these Bylaws. It shall actively prosecute the Association's goals and objectives and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations, for the conduct of the Association’s business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents and/or committees as it considers necessary.

Section 7. Meetings.

Regular meetings of the Board shall be held at such times and places as are decided by the Board at each Annual Meeting or subsequent meetings of the Board. The Board may also meet at the call of the Chairman, Vice-Chairman or any five members of the Board, in accordance with Article VII, Section 2.

Section 8. Quorum.

At any meeting of the Board, a majority of the total number of members of the Board then in office shall constitute a quorum provided, however, that business may be conducted with less than a majority present if all of the Directors consent beforehand.

Section 9. Action at Meeting.

Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board.

Section 10. Vacancies.

Any member of the Board may resign at any time upon written notice to the Board, the Chairman or the Secretary. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Any vacancy in the Board occurring between Annual Meetings of the Board may be filled by a majority vote of the remaining members of the Board.

Section 11. Electronic and Telephonic Meetings.

Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone, video conferencing device, electronic conferencing system or similar communications equipment that allow all persons participating in the meeting to hear or view the statements of each other at the same time, and participation in a meeting pursuant to this Bylaw shall constitute being present at such meeting for all purposes.

Section 12. Removal.

Any Director may be removed by a vote of two-thirds of the Board with or without cause. In the event that any Director fails to attend three consecutive meetings, or after Notice, fails to respond to any three consecutive inquiries regarding business before the Board, or any combination thereof, a vote for removal of that Officer shall be required.

ARTICLE IV. -- Officers

Section 1. Election, Term of Office, Resignation, Removal and Vacancies.

The Association shall have a Chairman, a Vice Chairman, a Secretary, and a Treasurer (the Officers"), each of whom shall be a member of the Board; and an Executive Director and Assistant Secretary / Assistant Treasurer, none of whom need be a member of the Board. Officers will be voted on de novo by the Directors at the first Board meeting following the Annual Meeting and election of Directors. Any Officer may resign at any time upon written notice to the Board, the Chairman or the Secretary. Such resignation shall take effect at the time specified therein, and, unless specified therein, no acceptance of such resignation shall be necessary to render it effective. Any Officer vacancy occurring between Annual Meetings of the Board may be filled by a majority vote of the remaining members of the Board. The Executive Director and Assistant Secretary/Treasurer (which positions may be filled by one or more persons) shall be employees of USIIA whose terms and duties shall be set out in Employment Agreements to be approved by the Board.

Section 2. Powers and Duties.

The Chairman shall be the chief executive officer of the Association and, in general, shall perform the duties incident to the office. The Chairman shall preside at all meetings of the Association and Board and shall be an ex-officio member of all committees.

The Vice Chairman shall preside at all meetings of the Board of Directors during the absence or disability of the Chairman and, in general, shall perform the duties incident to the office.

The Secretary shall cause minutes of all meetings of the Board to be kept and shall maintain all such records. The Secretary shall give and serve all notices of meetings. The Secretary shall conduct the correspondence and execute all orders and resolutions not otherwise delegated, and shall perform such other duties as are usual to said office or are delegated to him/her by the members of the Board. The Secretary shall function as Secretary of each committee if so appointed. In case of absence of the Secretary, the Chairman may appoint a Secretary pro tempore.

The Treasurer shall be the financial officer of the Association. The Treasurer shall superintend and regulate the financial affairs of the Association including the collection, disbursement and accounting of all moneys and securities of the Association. The Treasurer shall keep full and accurate accounts of all moneys received and shall deposit the same in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer shall have authority to receive and to give receipt for all moneys due and payable to the Association from any source whatever and to endorse on behalf of the Association all checks, drafts, notes warrants and orders and to give full discharge for same. The Treasurer shall have power to sign all checks, drafts, notes, warrants and orders for the payment of money. The Treasurer shall render a complete report at each annual meeting, and shall render such interim reports from time to time and in such detail as the Board shall direct. In case of absence or disability of the Treasurer, the Chairman may appoint a Treasurer pro tempore.

The Executive Director shall manage the affairs of the Association, and supervise the other employees of the Association, as directed by the Board.

The duties of the Assistant Secretary-Treasurer shall be to assist the Secretary and the Treasurer, and to perform such other duties as shall be delegated to him/her by the Secretary and/or Treasurer. If the Assistant Secretary-Treasurer is an employee, he/she will also be subject to the supervision of the Executive Director, as specifically designated by the Board.

Section 3. Removal.

Any Officer may be removed by a vote of two-thirds of the Board with or without cause. In the event that any Officer fails to attend three consecutive meetings, or after Notice, fails to respond to any three consecutive inquiries regarding business before the Board or Executive Committee, or any combination thereof, a vote for removal of that Officer shall be required.

Section 4. Other Officers, Agents and Employees.

The Board may from time to time elect or appoint and remove such other Officers, agents or employees, and may delegate to them such powers and duties as it may deem desirable, and may fix their compensation.

Section 5. Officer's Bond.

The Treasurer and other Officers may be bonded in favor of the Association in such amount as the Board of Directors shall determine.

ARTICLE V. -- Committees

Section 1. Executive Committee.

There shall be an Executive Committee of the Board consisting of the Chairman, the Vice-Chairman, the Founding Director (if any), the Executive Director of the Association, the Secretary and the Treasurer. In the event that an issue arises requiring action by the Board, in which it is not possible or feasible to convene a quorum of the Board for a vote, the Executive Committee shall be empowered to act on behalf of and with the full authority of the Board on all matters other than those which by law are reserved for the entire Board. Any action taken by the Executive Committee will be subject to the approval of the Board at the next designated meeting of the Board. The Executive Committee shall meet upon call of any member of the Executive Committee and upon notice given to all members of the Executive Committee. Any action of the Executive Committee must be approved by a vote of at least three members of the Executive Committee.

Section 2. Other Committees.

The Board or the Chairman may appoint additional committees to assume whatever duties the Board or the Chairman may assign. Such committees may be made up of Directors and/or USIIA members.

ARTICLE VI. -- Members

Section 1. Eligibility.

Membership is open to all individuals, incorporated and non-incorporated business entities, partnerships and other parties interested in the support and execution of the goals of the Association. Such membership shall be designated according to three classes:

• Individual members are those individuals actively engaged in the Industry and/or who provide products and services to the Industry, and whose membership reflects their individual status with no recognition of the organization which employs or sponsors them.
• Corporate members are those business organizations and other entities engaged in the Industry or in providing products and services to the Industry, or which otherwise hold interest in the support and execution of the goals of the Association.
• Educational/Non-Profit members are those organizations which hold accreditation as educational institutions, or which qualify as a non-profit organizations under Section 501 (c) of the Tax Code of the United States or its equivalent.

Members shall have voting rights and each member shall be entitled to one vote. Corporate members shall execute their voting privileges through the appointment of up to ten members from within their organization (based on level of corporate membership), each of whom is entitled to one vote. Educational/Non-Profit members shall execute their voting privileges through the appointment of two members from within their organization, each of whom is entitled to one vote.

Section 2. Application and Dues.

Application for membership shall be made in writing and shall obligate the applicant to pay such dues and assessments as may from time to time be fixed by the Board and to abide by all of the provisions of these Bylaws.

Section 3. Resignation.

Any member may resign from the Association by written notice addressed to the Association or the Secretary. Such resignation shall not, however, discharge the resigning member from the obligation to pay any dues and assessments which then remain due or unpaid.

Section 4. Termination of Membership.

The membership of any member of the Association may be terminated (a) upon a majority vote of the Board for nonpayment of dues or assessments or loss of eligibility for membership as defined in Section 1 of this Article, or (b) upon a two-thirds vote of the Board finding that a member has engaged in conduct prejudicial to the best interests of the Association. Action to terminate a membership may be taken at any regular or special meeting of the Board; provided, however, that notice has been given by the Secretary to the affected member at least fourteen (14) days prior to such meeting, setting forth the grounds upon which it is proposed to terminate such membership. The affected member shall have the right to address the regular or special meeting of the Board prior to the vote.

Section 5. Rights Upon Cessation of a Membership.

Upon cessation of membership, no member shall be entitled to any interest in the assets of the Association or to any claim against the Association, its Directors, its Officers or its members.

ARTICLE VII. -- Meetings

Section 1. Annual Meeting.

The annual meeting of the Association shall be held at some time during each year, the exact date and place of such meeting to be fixed by the Board. A written notice of the time and place of such annual meeting shall be communicated to each member no later than 60 days prior to the date of such meeting. If an annual meeting shall not have been held by the first day of October of any year, the Secretary shall call an annual meeting, at the place of the principal office of the Corporation, upon at least 60 days notice to the members. An Annual Meeting called by the Secretary shall be held not later than the fifteenth day of December of such year.

Section 2. Special Meetings.

Special meetings of the Association or its Directors may be called by the Chairman, Vice Chairman or upon call of a majority of the Board. The time and place of special meetings shall be determined by the Board and notice shall be sent to all members in the case of special meetings of the Association. At least five days notice of the time and place of a meeting shall be given to each member of the Board. Notice of a special meeting need not be given to any person who (1) submits a signed waiver of notice, whether before or after the meeting, or (2) attends the meeting without protest.

Section 3. Quorum.

A majority of all members of the Association, of the Executive Committee, or of any other committee shall constitute a quorum for the transaction of business by that authority. A majority of those present at the meeting must vote in favor of any motion submitted in order for the motion to carry.

Section 4. Mail, Electronic or Telegraphic Vote.

The Board may ask for and receive a mail, telegraphic, facsimile or electronic vote from the membership upon any matter pertaining to the business of the Association. Whenever such a vote is taken, the matter to be voted upon shall be fully set forth in the notice and the time within which the vote must be replied to shall also be designated. The Secretary shall electronically notify the members of the Association at least 10 days prior to the date by which votes must be cast. A majority of the members voting must vote in favor of any matter so submitted to carry approval.

Section 5. Voting by Directors without Meeting.

Except as otherwise expressly provided by the Articles of Incorporation or in Section 4 of Article VI ("Termination of Membership") of these Bylaws, any action of the Board required or permitted to be taken at a meeting thereof may, when authorized by the Chairman, be taken without a meeting; provided that notice of such proposed action shall be sent in accordance with Section 6 herein to all Directors; and provided further that two-thirds of the whole Board shall vote in favor of such action.

Section 6. Notice.

Whenever notice is required to be given to members or Directors, such notice shall be given by mail, postage prepaid, addressed to the member or Director at his last known place of residence or business as the same shall appear upon the books of the Association, or by electronic mail, with return receipt confirmation, to the last known electronic address as the same shall appear upon the books of the Association. Notice of any meeting of the Association or of its Board may be waived by any member or Director if such waiver is signed by the member or Director. Failure of the return receipt confirmation shall not invalidate notice. It is the duty of the member or Director to provide and update a valid and accurate electronic address for the member or Director.

ARTICLE VIII. -- Finance

Section 1. Budget

Prior to the annual meeting, the Executive Director shall, in collaboration with the Treasurer, prepare and present to the Board a budget setting forth the amount believed to be necessary to support the work of the Association and to provide its operating expenses for the current fiscal year. The proposed budget will be provided to the Board at least 10 days in advance of the annual meeting.

Section 2. Dues and Fees

Each member shall pay dues and fees in accordance with such schedule and classifications and at such times and under such conditions as may be determined from time to time by the Board.

Section 3. Fiscal Year

The fiscal year of the Association shall begin on January 1 of each year and end on December 31 of the same year.

Section 4. Audit

The Reports of the Treasurer shall be audited at the close of each fiscal year, and at such other times as the Board or Executive Committee shall direct, by a qualified accountant designated by the Chairman with the approval of the Board or Executive Committee.

ARTICLE IX. -- Indemnification

The Association shall indemnify each person who is or was a Director or Officer of the Association against any and all liability and reasonable expense that may be incurred by him/her in connection with or resulting from any action, claim, suit or proceeding, civil or criminal, in which he/she may become involved by reason of his/her being or having been a Director or Officer of the Association, or by reason of any past or future action taken or not taken in his capacity as such Director or Officer, whether or not he/she continues to be an Officer and/or Director at the time such liability or expense is incurred, provided such Director or Officer acted in good faith in what he/she reasonably believed to be the best interests of the Association and provided further that such Director or Officer is not adjudged liable for misconduct in the performance of his/her duty in such action, suit or proceeding, and in connection with any criminal action or proceeding, and provided further that he/she had no reasonable cause to believe that his/her conduct was unlawful. As set forth in this Article, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees, proper expenses and disbursements, and amounts of judgments, fines or penalties, and amounts paid in settlement by such Director of Officer of the Association. In the event that a question arises as to whether or not such Director or Officer has met the standards of conduct hereinabove set forth in this Article, such question shall be conclusively determined by either (1) the Board acting by a quorum consisting of Directors who are not involved in such claim, action, suit or proceeding, or (2) by the written opinion of reputable disinterested legal counsel selected by the Association. If any word, clause or provision of this Article shall, for any reason, be determined to be invalid, the provisions hereof shall not otherwise be affected thereby, but shall remain in full force and effect. The foregoing rights of indemnification shall not be exclusive of other rights to which any such Director or Officer may be entitled by contract or as a matter of law, and shall inure to the benefit of the heirs, legatees and personal representatives of any such person.

ARTICLE X. -- Amendments

These bylaws may be amended by a two-thirds vote of all of the members of the Board at a regular or special meeting, provided that notice of such proposed changes was sent to members of the Board thirty (30) days prior to such meeting.

ARTICLE XI. -- Dissolution

Section 1. Voting.

A vote to dissolve the Association shall require an affirmative majority of all members of the Association voting. The vote may be taken by mail, by electronic communication or in person.

Section 2. Distribution.

Upon dissolution of the Association, the Board shall, after paying or making provision for the disposition of all liabilities of the Association, dispose of all assets of the Association to such organization or organizations as the Board shall select, which qualify as an exempt organization or organizations under Section 501(c) of the Internal Revenue Code of 1954, as amended.