The ASP has changed its bylaws many times as the shareware industry has evolved. All changes must be voted in by a 2/3 majority of members, usually at the year-end meeting. Meetings of the membership are held online on the ASP newsgroup.

The Board of Directors of the ASP proposes amendments to the bylaws, but often the changes begin as suggestions from the membership. The Board of Directors has maintained a continuous online meeting since 1987--possibly a world record.

BYLAWS OF The Association of Shareware Professionals, Inc.
(formed under the Texas Non-Profit Corporation Act)

ARTICLE I: Name

• Section 1.01. Name.
  The corporate name of this organization (hereinafter referred to as "ASP" or the "Corporation") is Association of Shareware Professionals, Inc..

• Section 1.02. Purpose.
  The purpose of this corporation is to strengthen the future of shareware (try-before-you-buy software).

ARTICLE II: Offices

• Section 2.01. Location.
  The principal office of the Corporation shall be located, within or without the State of Texas, at such place as the Board of Directors of the Corporation (the "Board") shall from time to time designate. The Corporation may maintain additional offices at such other places as the Board may designate. The Corporation shall continuously maintain within the State of Texas a registered office at such place as may be designated by the Board.

ARTICLE III: Membership

• Section 3.01. Qualification of Members.
  
  1. The Membership of the Corporation shall consist of all persons who are hereafter received in or elected to Membership as hereinafter provided.
  2. The criteria for Membership in the Corporation shall be:
     
     • That the Member, in the judgment of the Board, is and remains a shareware professional, as that term may be defined by the Board after consultation with the Membership.
     • That the Member agrees to pay and remains current in the payment of dues, fees, and assessments to continue as Members.
     • That the Member agrees to abide by and continues to abide by the published standards of the Corporation for the development and distribution of shareware.
  3. Membership may be held by individuals or by companies, partnerships, or corporations. If the membership is held by a company, partnership, or corporation, one person from that organization shall represent it, participate in meetings, and vote.
  4. Members may hold membership in more than one category.
  5. The criteria for Membership in the Corporation may not be altered except by an amendment to these Bylaws as per section 8.06.

• Section 3.02. Classes of Members.
  1. Classes of Voting Members:
     • 
       Shareware Developer Members.
       
     • Individuals who participate in the design, coding, testing, and/or documentation of computer software distributed as shareware.
     • Those who have an exclusive publishing right for computer software distributed as shareware. These members generally market, promote, manufacture, sell, and support shareware. Sometimes they act as an author's agent on a royalty basis. Exclusive distribution rights may be territorial in nature.
     • 
       Shareware Industry Members.
       Those individuals or organizations who distribute shareware (evaluation) copies of software products. This class will include, but is not necessarily limited to, the following:
     • Vendor Members. Distributors of shareware on physical media.
     • Online Distributor Members. Distributors of shareware via electronic means (i.e., via telephone or radio communication lines).
     • User Group Members. An organized, non-profit educational group with newsletters and/or other membership activities that distributes or makes shareware available to its membership by any means.
     • Press and Media Members. Writers and News Correspondents with an interest directly related to the shareware market.
     • Online Developer. Web site developers with a direct tie to shareware and an interest in the shareware community.
     • Neo-Developer Members. Programmers with no ASP compliant program in the marketplace, but with a desire to use the ASP's expertise to develop such program.
  2. Classes of Nonvoting Members. The Corporation may, by resolution of the Board, establish one or more classes of nonvoting members.

• Section 3.03. Election of Members.
  Prospective members must submit a membership application to the ASP to be reviewed by an agent of the organization as appointed by the board. If the agent has concerns regarding the application, the application is referred to the Board of Directors for further review. Upon review, the application is either accepted "as is" or is rejected.

• Section 3.04. Dismissal of Members.
  1. The Board may dismiss a Member from Membership upon any one or more of the following grounds:
     • the failure of the Member to meet, or continue to meet, any Membership criterion.
     • the Member interferes with any act or activity authorized by ASP, where such act or activity is, or is intended to be, in furtherance of any of the ASP's purposes or primary goals as described in section 1.02 above.
     • the Member violates any rule or regulation of the ASP, or any directive from the ASP's authorized agents or representatives acting within the scope of their authority from the ASP. For purposes of this subparagraph, each directive delivered or transmitted by the Board or its designee to a Member shall automatically be deemed to be a directive from an ASP agent acting within the scope of his or her authority, unless and until the Board by two-thirds vote specifically and expressly declares otherwise as to such directive.
  2. It shall be the obligation and responsibility of each Member to advise the Board if the Member no longer qualifies as a Member.
  3. The procedure for dismissal shall be as follows:
     • If at any time the Board determines both: that there are grounds to believe that a Member meets any of the foregoing criteria for dismissal, and that the Board desires at that time to commence dismissal procedures, then it shall provide a written or electronic (as the Board so elects in each case) notice of possible dismissal to the Member, setting forth briefly each of the grounds upon which the Board seeks dismissal.
     • The Member shall have fifteen (15) days from the date notice is given to provide a response to such notice to the Board, in the medium specified in the notice from the Board. Following the Member's response, if any, the Board shall determine whether or not the Member shall be dismissed, and if the Member is not dismissed, any other action within the Board's authority regarding such Member, and shall deliver notice of its determinations to the Member. All of the Board's determinations shall be made at the Board's sole discretion, and may not be attacked, voided or altered in any other forum.
     • The Board's tender of delivery of notice of dismissal to a Member following the foregoing procedures shall be conclusively deemed a complete and final dismissal of that Member. The notice of the Board's determinations shall describe the grounds for dismissal or for not proceeding with dismissal, the grounds for any other official action being taken by the Board, and the nature of each official action being taken by the Board as a result of its determinations in the matter.
     • The Board will use reasonable efforts to keep confidential its and any Member's official communications comprising or regarding the dismissal procedure (except for disclosure of the fact of dismissal of any Member), except that if a Member requests a public proceeding in response to a notice of possible dismissal, then the Board shall arrange for public display of the notice of possible dismissal, the Member's response to such notice, and the notice of the Board's determinations.
     • A determination by the Board to dismiss a Member following review of the Member's response as described above shall require a vote of two-thirds of all then-seated Board members. This authority may not be delegated.
     • Neither commencement or maintenance of dismissal procedures, nor any act or activity occurring in relation to dismissal procedures, shall postpone, suspend, disqualify or prevent the Board from taking any action, at any time (including but not limited to any in regard to any Member subject at any time to dismissal procedures), which is within the Board's overall authority as the Board of Directors of the ASP.

• Section 3.05. Resignation of Members.
  A Member may resign from Membership at any time.

• Section 3.06. Membership Committee.
  The Board may establish a Membership committee to which it may delegate any responsibility which the Board may have regarding Membership. A Member may appeal to the full Board from any adverse decision of the Membership committee.

• Section 3.07. Dues, Fees and Assessments.
  Dues shall be established, and may be modified from time to time, by majority vote of the Membership at any meeting. Fees and assessments may be established or modified from time to time by a vote of two thirds (2/3) of the Board of Directors."

• Section 3.08. Voting.
  1. Each Voting Member shall have one vote.
  2. A Member may vote in person or, unless the Articles of Incorporation or the Bylaws otherwise provide, may vote by proxy executed in writing by the Member or by his duly authorized attorney-in-fact and appointing one of the Directors to cast votes for such Member in a manner specified in such proxy.
  3. If a Member holds membership in more than one Voting Member category, such Member shall have only one vote.
  4. Members who are also Directors shall not have the right to vote on matters concerning the manner in which they have exercised their functions as Directors, except they may vote on any matter concerning the description, enlargement or circumscription of their functions as Directors.
  5. Changes to these Bylaws or shareware developer standards that pertain only to Developer Members, may be voted on by the Shareware Developer Members only. Other Member categories may not vote on these changes.

• Section 3.09. Discussions and Consultations.
  Members participate in continuous discussions and consultations on an Online Service as may be selected by the Board after consultation with the Membership. Wherever in these Bylaws the Board is required to consult with the Membership, it shall be sufficient if the Board consults with the Membership electronically on such Online Service. No votes may be taken during such continuous discussions and consultations, other than unofficial votes for the Board to obtain the sense of the Membership. If such continuous discussions and consultations result in a proposal that requires voting, a Special Meeting of the Members shall be called as provided in Section 3.11 for the purpose of voting on such proposal.

• Section 3.10. Quorum of Members and Action by the Membership.
  At all meetings, a quorum shall consist of those persons who have cast their votes at such meeting; represented in person or by proxy. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, action at any meeting of Members may be taken by a simple majority vote of the Members casting votes at a meeting at which a quorum is present.

• Section 3.11. Meetings of Members
  1. Annual Meetings of the Members of the Corporation shall be held once each year at a time to be fixed by the Board of Directors..
  2. Special Meetings of the Members of the Corporation may be called from time to time by the Board of Directors, or by at least 15 Members acting in concert, or by the Secretary.
  3. The President shall chair all Meetings of the Members of the Corporation. In the absence of the President, the chair shall pass to the remaining officers of the Corporation, in the order they are named in Article VII. The meetings shall be governed by Roberts Rules of Order, Revised except where, in the opinion of the chair, a limitation or enhancement of electronic conferencing makes certain of those rules either unworkable or unnecessary. Only the chair may call for an end of discussion and for a vote on a proposal and such call shall constitute the beginning of the voting period.'"
  4. Any resolution which is defeated at any meeting may not be reintroduced or placed on the agenda for any meeting within six (6) months following defeat of such resolution.
  5. Any member who does not cast a vote will be considered absent from the meeting.

• Section 3.12. Notice of Meetings.
  1. Written or printed notice of the time and place of the annual Meeting of the Members of the Corporation shall be provided either personally, by facsimile transmission, or by mail to each Member not less than ten nor more than sixty days prior thereto and shall specify the matters to be discussed and voted upon. No business may come before an annual Meeting of the Members of the Corporation which is not so specified.
  2. Written or printed notice of the time and place of a Special Meeting of the Members of the Corporation shall be provided either personally, by facsimile transmission, by mail, or by electronic messaging or electronic mail with verification of receipt, to each Member not less than ten nor more than sixty days prior thereto and shall specify the matters to be discussed and voted upon at such Special Meeting of the Members of the Corporation. No business may come before a Special Meeting which is not so specified.

• Section 3.13. Meetings of the Membership by Conference Telephone or Other Remote Communications Technology.
  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any one or more Members may participate in a regular or special meeting of the Membership by means of conference telephone or similar means of communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting; or another suitable electronic communications system, including videoconferencing technology or the Internet, provided that the system provides access to the meeting in a manner or using a method by which each Member participating in the meeting can communicate concurrently with each other participant. A Member participating in a meeting by this means is deemed to be present in person at the meeting.

• Section 3.14. Chapters and Special Interest Groups.
  1. The Board of Directors is authorized to approve the creation of ASP Chapters or Special Interest Groups as it deems prudent. In general these ASP subgroups will be created only when there is a significant geographical, cultural, or technical subgroup of ASP members which would benefit from the existence of a formal ASP subgroup.
  2. It will be the responsibility of the Board to ensure that any such subgroup is adequately organized, and to negotiate appropriate agreements with those taking responsibility for the subgroup. These agreements are expected to assure the likely success of the group, to provide appropriate procedures for disbanding the group if it becomes inactive or fails to adhere to ASP requirements, to define all significant working relationships not impose an inappropriate additional workload on existing ASP staff or volunteers. These agreements will take the form of a formal letter of agreement, in order to insure that expectations are clear and similar on all sides.
  3. Each member of any ASP Chapter or Special Interest Group will be required to hold the corresponding category of ASP membership.
  4. At its discretion, the Board of Directors can allow a Chapter or Special Interest Group to impose additional dues (nominal in amount) on its members, to cover operating expenses of the subgroup.
  5. Under certain circumstances, it may be appropriate for a subgroup to provide some of the services normally provided by ASP itself. For example, a Chapter created to provide ASP services in a specific language other than English might well undertake to process membership applications received in that language, or to provide a newsletter in that language. At its discretion, the Board may contract to provide to the subgroup a proportion of the ASP dues of the subgroup members, in order to cover these costs, particularly when they represent a reduction in the corresponding expenses or workload of ASP itself. The proportion of dues involved will be based on actual expected expenses for the functions involved, and will in any event not exceed 15% of ASP dues.

ARTICLE IV: Board of Directors

• Section 4.01. Power and Qualification of the Board of Directors.
  The Board of Directors shall have general charge and management of the affairs, funds and property of the Corporation. Directors shall have full power and it shall be their duty to carry out the purposes of the Corporation according to its charter and bylaws; to determine whether the conduct of any Member is detrimental to the welfare of the Corporation and to fix the penalty for such misconduct or any violation of the charter or bylaws; to employ personnel for the carrying out of the Corporation's objectives; and to make the rules for the conduct of the Members. Directors need not be residents of the State of Texas. Directors must be Voting Members of the Corporation. One of either the Chairman of the Board or the President of the Corporation must be a Developer Member.

• Section 4.02. Number of Directors.
  There shall be six (6) Members of the Board of Directors.

• Section 4.03. Election and Term of Directors.
  1. The initial Board shall consist of those persons named in the Articles of Incorporation. Subsequent Directors shall be elected at a Special Meeting of the Membership which shall be called by the Secretary of the Corporation not later than December 1 of each year. Half of the Directors shall be elected in even-numbered years, and half in odd-numbered years. Each Director shall hold office for a term of two (2) years, and until his or her successor has been elected and qualified.
  2. In the event the results of the Special Meeting to elect members to the Board result in a tie involving the last Board seat to be filled, the Secretary shall contact the candidates who are tied to ascertain if any of them wish to concede the election to the other(s). If enough candidates concede to clearly indicate the winners of the election, the remaining candidate(s) who did not concede shall fill the last seat(s). If enough candidates do not wish to concede the election, the Special Meeting will resume for an additional seven (7) days, following an announcement of a runoff vote, during which time an election will be held among those candidates tied for the last seat who have not previously conceded the election. In the event the candidates remain tied after the runoff election, the currently-seated Board shall select from the tied candidates to fill the remaining seats.
  3. Directors shall be eligible for reelection.
  4. Directors shall elect a Chairman of the Board of Directors at any meeting of the Board by a vote of the majority of Directors then in office. The duties of the Chairman shall be to chair all meetings of the Board of Directors and to provide guidance and leadership for the Corporation and its Membership. In the event of a tie vote by the Board for the Chairman or any officer, a vote will be cast by first of the President, Vice President, Secretary, or Treasurer that is not a member of the Board.

• Section 4.04. Discussions and Consultations.
  Directors participate in continuous discussions and consultations on an Online Service as may be selected by the Board of Directors after consultation with the Membership. All Directors must have access to such Online Service, and maintain a regular presence there. If such continuous discussions and consultations result in a proposal that requires voting, a Special Meeting of the Board shall be called as provided in Section 4.06 for the purpose of voting on such proposal.

• Section 4.05. Quorum of Directors and Action by the Board.
  Unless a greater proportion is required by law or by the Articles of Incorporation or these Bylaws, a majority of the number of Directors then in office, but not less than three, shall constitute a quorum for the transaction of business. Directors present by proxy may not be counted toward a quorum. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the vote of a majority of the Directors present in person or by proxy at a meeting at which a quorum is present shall constitute the action of the Board. A Director may vote in person or by proxy executed in writing by the Director.

• Section 4.06. Meetings of the Board.
  1. An annual meeting of the Board shall be held each year at such time and place as shall be fixed by the Board, for the election of officers and for the transaction of such other business as may properly come before the meeting.
  2. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time whenever called by the President or any two Directors.
  3. Regular and special meetings of the Board may be held at such places, within or without of the State of Texas, as the Board may determine.
  4. Only the Chairman of the Board or the President of the Corporation may call for an end of discussion and for a vote on a proposal and such call shall constitute the beginning of the "voting period."

• Section 4.07. Notice of Meetings.
  1. Written notice of each meeting of the Board shall be given to each Director as prescribed by resolution of the Board.
  2. A Director may waive notice of a Board meeting by delivering a written waiver to the Secretary of the Corporation, which shall be filed with the minutes of proceedings of the Board. A Director's attendance at or participation in a meeting waives any required notice to him or her of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
  3. Unless otherwise required by law or by these Bylaws, a notice need not specify the business to be transacted at, or the purpose of, any meeting of the Board; provided, however, if such notice does specify the business to be transacted at, or the purpose of, a meeting of the Board, such notice shall not limit the actions the Board may take at such meeting.

• Section 4.08. Action by Directors in Lieu of a Meeting;Meetings by Conference Telephone or Other Remote Communications Technology.
  1. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors shall be filed with the minutes of the Board or filed with the corporate records reflecting the action taken.

     Any action taken under this Section 4.08(a) shall be effective when the last Director signs the consent, unless the consent specifies a different effective date, in which event the action taken shall be effective as of the date specified therein, provided, the consent states the date of execution by each Director. Such consent shall have the same force and effect as a unanimous vote.

  2. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any one or more members of the Board may participate in a regular or special meeting of the Board or of a committee thereof by means of conference telephone or similar means of communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting; or another suitable electronic communications system, including videoconferencing technology or the Internet, provided that the system provides access to the meeting in a manner or using a method by which each member participating in the meeting can communicate concurrently with each other participant. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

• Section 4.09. Vacancies.
  A vacancy occurring on the Board as a result of any newly-created directorship or the death, resignation, retirement, incapacity, disqualification or removal of a director shall be filled at a special meeting of the Membership called for this purpose at which a quorum is present.

• Section 4.10. Removal of Directors.
  A Director may be removed, with or without cause, at any time by a vote of a majority of the Membership.

• Section 4.11. Resignations.
  A Director may resign at any time by delivering written notice to the Board, the President or the Secretary. Such resignation shall take effect when such notice is delivered, unless the notice specifies a later effective date.

• Section 4.12. Compensation of Directors.
  The Corporation shall not pay any compensation to Directors for services rendered to the Corporation, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by a majority of the entire Board.

ARTICLE V: Committees

• Section 5.01. Committees; Authority.
  1. The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more persons, a majority of whom are Directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board, except that a committee may not exercise authority prohibited by law. Other committees not having and exercising the authority of the Board may be designated and appointed by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Membership on such committees need not be limited to Directors.
  2. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon it, him or her by law. Any non-Director who becomes a member of any such committee shall have the same responsibility with respect to such committee as a Director who is a member thereof.

ARTICLE VI: Procedure for Electronic Meetings

• Section 6.01.
  The voting period for each issue or election shall initially be set at 168 contiguous hours. Should the Online Service or other method employed for the conduct of the meeting and voting be unavailable to the general Membership for 6 or more hours during any such voting period then the voting period shall be extended in contiguous 24-hour increments as needed to reach a voting period that is as contiguous as practicable under the circumstances in the meeting chairman's judgment, and totaling at least 168 hours. Notice of such extensions shall be made to members in the same electronic venues and in the same general manner as those used to announce the vote, as well as any other methods found appropriate by the Officer chairing the meeting. Should the Online Service or other method employed for the conduct of the meeting and voting be unavailable to the general Membership for less than 6 hours during the initially set voting period, the Board may direct the Officer chairing the meeting to allow for extension of the voting period by up to 24 hours."

ARTICLE VII: Officers, Agents and Employees

• Section 7.01 Officers.
  The Board shall elect from the Membership a President, a Secretary, a Treasurer, and one or more Vice-Presidents and such other officers as the Board may deem necessary. The same individual may simultaneously hold more than one office, except the offices of President and Secretary. One of either the Chairman of the Board or the President must be a Developer Member.

• Section 7.02. Term of Office and Removal.
  Unless otherwise provided by resolution of the Board, the President, Secretary and Treasurer and such other officers as the Board may deem necessary shall be elected at each annual meeting of the Board. Each officer shall hold office for the term for which he or she has been elected, not to exceed three years, and until his or her successor has been elected and qualified. Officers may be reelected. The Board may remove any officer at any time, with or without cause. Removal of an officer shall be without prejudice to his or her contract rights, if any. The election of an officer shall not of itself create any contract rights.

• Section 7.03. Vacancies.
  A vacancy in any office occurring as a result of any newly-created office or the death, resignation, removal, incapacity or disqualification of an officer may be filled from the Membership by action of the Board. An officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified.

• Section 7.04. Resignation.
  An officer may resign at any time by delivering written notice to the Corporation. Such resignation shall take effect when such notice is delivered, unless the notice specifies a later effective date.

• Section 7.05. Powers and Duties of Officers.
  Subject to the control of the Board, all officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or by the Board and, to the extent not so provided, as generally pertain to their respective offices.
  
  1. President. The President shall serve as the chief executive officer of the Corporation. The President shall preside at all meetings of the Board and all meetings of the Membership and shall have the right to vote at such meetings. In the case of a tie the President shall have the power to cast two votes to break the tie. The President and the Secretary shall sign the record of meetings.
     The President may establish committees and shall appoint chairmen of such committees. Subject to the supervision of the Board, the President shall coordinate the activities of the Officers and the committees and perform all duties customary to that office and shall manage the affairs of the Corporation in accordance with the policies and directives approved by the Board.
  2. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such powers as the Board may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board.
  3. Secretary. The Secretary shall be responsible for preparing and maintaining custody of the minutes of all meetings of the Board, and for authenticating records of the Corporation, shall keep a register of the Membership, and shall give or cause to be given notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary or as may be determined from time to time by the Board.
  4. Treasurer. The Treasurer shall have custody of, and be responsible for, all funds and securities of the Corporation. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all funds and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board may designate. Whenever required by the Board, the Treasurer shall render a statement of accounts. He or she shall, at all reasonable times, exhibit the books and accounts to any officer or director of the Corporation, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board, and such other duties as shall from time to time be assigned by the Board.

• 7.06. Agents and Employees.
  The Board may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not of itself create any contract rights.

• Section 7.07. Compensation of Officers, Agents and Employees.
  
  1. The Corporation may pay compensation in reasonable amounts to officers for services rendered, such amounts to be fixed by a majority of the entire Board.
  2. The Corporation may pay compensation to agents and employees for services rendered, and may reimburse agents and employees for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts, such amounts to be fixed by the Board.
  3. The Board may require agents or employees to give security for the faithful performance of their duties.

ARTICLE VIII: Miscellaneous

• Section 8.01. Fiscal Year.
  The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board.

• Section 8.02. Corporate Seal.
  The corporate seal shall be in such form as may be approved from time to time by the Board.

• Section 8.03. Checks, Notes, and Contracts.
  The Board shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts or other orders for payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

• Section 8.04. Books and Records to be Kept.
  The Corporation shall keep at its office correct and complete books and records of account, the activities and transactions of the Corporation, the minutes of the proceedings of the Board and the current list of Directors, officers and Members of the Corporation and their residence addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.
  

• Section 8.05. Notices and Communications.
  All notices or communications required or permitted hereunder shall be delivered to the membership via a postal mailing service or by electronic means, to the last known addresses as shown in the records of the Corporation.

• Section 8.06. Amendments.
  The Articles of Incorporation and these Bylaws may be amended only by a two-thirds majority vote of the Members casting votes at an annual or special meeting at which a quorum is present provided that notice of the purport of any proposed amendment has been stated in the call for the meeting.

• Section 8.07. Indemnification and Insurance.
  
  1. The Corporation may indemnify any Director, any former Director, any officer, employee or agent of the Corporation, or any person who, while a Director of the Corporation, is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against expenses and liabilities actually incurred by such Director, officer, employee or agent in connection with a proceeding in which he or she was, is, or is threatened to be made a named defendant or respondent because he or she is or was such Director, officer, employee or agent; subject to the limitation, however, that there shall be no indemnification in relation to such matters unless such Director, officer, employee or agent: (i) conducted himself or herself in good faith; (ii) believed, in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in the best interest of the Corporation and, in all other cases, that his or her conduct was at least not opposed to the best interests of the Corporation; or (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful.
  2. Amounts paid in indemnification of expenses and liabilities under Section 8.07(a) may include, but shall not be limited to, judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the Director, officer, employee or agent in connection with the proceeding; but if the Director, officer, employee or agent is adjudged liable to the Corporation or is adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not the benefit resulted from an action taken in his or her official capacity, the indemnification shall be limited to reasonable expenses actually incurred by such Director, officer, employee or agent in connection with the proceeding. Notwithstanding any other provision of these Bylaws, no indemnification shall be made in respect of any proceeding in which the Director, officer, employee or agent shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the corporation.
  3. The Corporation may pay for or reimburse the reasonable expenses incurred by a Director, officer, employee or agent who is a party to a proceeding in advance of the final disposition of the proceeding if (i) such Director, officer, employee or agent furnishes the Corporation (A) a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in Section 8.07(a) above, and (B) a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct under Section 8.07(a) or if it is ultimately determined that the indemnification of the expenses incurred by him or her in connection with that proceeding is prohibited by Section 8.07(b).
  4. The Corporation shall indemnify a Director, officer, employee or agent who entirely prevails, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director, officer, employee or agent of the Corporation, for reasonable expenses incurred by him or her in connection with the proceeding.
  5. Any indemnification under Section 8.07(a), unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is permissible in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.07(a), by: (i) a majority vote of a quorum of the Board consisting of Directors not at the time parties to the proceeding; (ii) if the quorum described in subsection (i) above is not obtainable, then by a majority vote of a committee, designated to act in the matter by a majority vote of all Directors, consisting solely of two or more Directors not at the time parties to the proceeding; (iii) by special legal counsel selected by the Board or a committee by vote as set forth in subsections (i) or (ii) above; (iv) by a majority of all Directors; or (v) by the Members in a vote that excludes the vote of Directors who are named defendants or respondents in the proceeding.
  6. The provisions of this Section shall be applicable to claims, actions, suits or proceeding made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
  7. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which such Director, officer, employee or agent may be entitled under any statute, Bylaw, agreement, vote of the Board, or otherwise, and shall not restrict the power of the Corporation to make any indemnification permitted by law.
  8. The Board may authorize the purchase of and maintain insurance on behalf of any person who is or was Director, officer, employee or agent of the Corporation against any liability asserted against or incurred by him or her which arises out of such person's status as a Director, officer, employee or agent or who is or was serving at the request of the Corporation as a Director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or otherwise, or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
  9. Any indemnification of or advance of expenses to a Director, officer, employee or agent in accordance with this Section shall be reported in writing to the Members of the Corporation with or before the notice or waiver of notice of the next meeting of Members and, in any case, within the 12-month period immediately following the date of the indemnification or advance.
  10. If any part of this Section shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

ARTICLE IX Dissolution

• Section 9.01. Dissolution.
  The Corporation can be dissolved only upon a two-thirds majority vote of a quorum present at any annual or special meeting of the Membership.

ARTICLE X Exempt Status

• Section 10.01. Exempt Status.
  Notwithstanding any provision in these Bylaws or in the Corporation's Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax as an organization described in ? 501(c)(6) of the Code or the corresponding provision of any future federal tax code.