BYLAWS

 

OF

 

INTERNET TELEPHONY ADDRESSING BOARD ASSOCIATION

 

a Delaware nonprofit corporation

 


BYLAWS

OF

INTERNET TELEPHONY ADDRESSING BOARD ASSOCIATION (“iTAB”)

a Delaware nonprofit corporation

 

 

ARTICLE I

Offices

1.1              Principal Office.  The principal office for the transaction of the business of this corporation is fixed and located at 115 Broadhollow Rd, Suite 225 , Melville, NY 11747.  The Board of Directors is hereby granted full power and authority to change the said principal office from one location to another.

1.2              Other Offices.  Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where this corporation is qualified to do business.

ARTICLE II

Purposes

Purposes.  This corporation is a nonprofit corporation and is not organized for the private gain of any person.  The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Laws of Delaware.  The specific purpose of this corporation is to improve business conditions for the Internet-Telephony industry by providing an independent, open and transparent mechanism for defining and advancing operational policies for a global Internet-Telephony directory service.

ARTICLE III

Membership

3.1              Initial Class of Membership and Qualification.  There shall be one class of voting members of the corporation, consisting of the individuals who from time to time comprise the Board of Directors of the Corporation.

3.2              Other Classes of Membership.  The Board of Directors, by appropriate resolutions, may, from time to time, establish another class or classes of members for the Corporations.  None of such other class or classes of members, nor the constituents thereof, shall be or have rights and privileges of voting statutory members as defined in the Delaware General Corporation Law (the “Act”).  The privileges, rights and duties of such other class or classes of members shall be as provided by the Board of Directors, subject to the terms of the Bylaws, as amended from time to time.  The Board may determine from time to time an initial membership fee, and set such fees, dues and assessments for membership in the corporation as the Board, in its discretion, may determine.  The Board of Directors may thereby confer specified rights on the members except as otherwise specified in the corporation’s Certificate of Incorporation or Bylaws.

3.3              Admission and Termination.  Election of a successor Director as provided in these Bylaws shall operate to elect such Director to the membership of the corporation.  Death, resignation, or removal of any Director as provided in these Bylaws shall automatically terminate membership of such person in the corporation.

3.4              Nonliability.  No member shall be personally liable for the debts, liabilities, or obligations of this corporation.

3.5              Nontransferability.  No member may transfer for value or otherwise a membership or any right arising therefrom, and all rights of membership shall cease upon the member’s death or dissolution.

3.6              Distribution of Assets Upon Dissolution.  Upon a dissolution of this corporation, and after all of the known debts and liabilities of this corporation have been paid or adequately provided for in accordance with the Act, any remaining net assets of this corporation shall be distributed by the Board of Directors to one or more organizations selected by the Board of Directors which will help to further the purposes of this corporation.

ARTICLE IV
 
Board of Directors

4.1              Powers. Subject to the limitations of the Certificate of Incorporation, of the Bylaws, and of the Act and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of this corporation shall be controlled by, the Board of Directors.  The Board of Directors shall have the power to select and remove all officers, agents, employees and contractors, and to fix reasonable compensation therefor, to authorize and empower officers or agents to enter into contracts and other commitments on behalf of this corporation, and to appoint and delegate responsibilities and authority to committees, officers and agents.

4.2              Directors and Qualifications.  The initial authorized number of Directors shall be not less than two (2) and not more than nine (9).  Initially, the number of Directors shall be fixed at two (2).  The initial Directors shall, by no later than December 31, 2000, expand the Board and fill all of the vacancies.  The number of Directors shall thereafter be fixed at nine (9) until changed by amendment of this section of these Bylaws in accordance with Section 9.2 below.  One Director shall be selected by Pulver.com and one Director shall be selected by NetNumber.com, Inc.  The remaining members of the Board shall be elected by the Board of Directors and shall consist of representatives from the following three (3) Global Regions:

(a)                North America and South America;

(b)               Europe, Africa and the Middle East; and

(c)                Asia Pacific and Australia.

                        There shall be at least one (1) representative from each Global Region serving on the Board of Directors, however, at no time shall there be more than four (4) representatives from any one Global Region serving on the Board of Directors.

4.3              Election of Directors; Terms. The Board shall be divided, as nearly as possible, into three equal groups.  The term of the original Board members shall be determined by lot with one-third (1/3) of the members serving for one year, one-third (1/3) of the members serving for two years and one-third (1/3) of the members serving for three years.  Thereafter, Board members shall serve a term of three years and until their respective successors are named. Each term shall begin and conclude following the appropriate annual meeting.  A Board member shall not serve consecutive, full three (3) year terms,  A Board member may serve one (1) full three (3) year term and then seek office again after at least one (1) year has expired and the next year’s Board positions are available.  However, when a Board member is elected due to a vacancy in the Board, as described in 4.4, the member may seek a consecutive full term of three years since the first term was not a full, three (3) year term.

4.4              Vacancies.  Vacancies in the Board of Directors may be filled by a majority of the remaining Directors then in office, though less than a quorum.  Each Director elected shall hold office until his or her successor is elected.  A vacancy or vacancies shall be deemed to exist (i) in the case of the death, resignation or removal of any Director, or (ii) if the authorized number of Directors is increased without election of the additional Directors so provided for, or (iii) in case of failure at any time to elect the full number of authorized Directors, or (iv) if any Director fails to attend three (3) consecutive meetings of the Board without a reasonable excuse.  If any Director tenders his or her resignation to the Board of Directors, then the Board shall have the power to elect a successor to take office at such time as the resignation shall become effective.  No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

4.5              Place of Meeting.  All meetings of the Board of Directors may be held at any place within or without the State of Massachusetts, which has been designated from time to time by resolution of the Board or by the written notice of the President.

4.6              Organization Meetings.  On an approximately annual basis, the Directors shall hold a regular meeting for the purpose of electing and organizing the Board, electing officers, and transacting such business as may come before the meeting.  Pending such organization meeting, all officers and Directors of this corporation shall hold over, except any Director who ceases to qualify as a Director.  A Director elected at such meeting of shall forthwith become a member of the Board of Directors.

4.7              Special Meetings.  Special meetings of the Board of Directors may be called by one‑third of the Directors then in office (rounded up to the nearest whole number), by the chairman of the board or by the chief executive officer and shall be held at such place, on such date, and at such time as they or he shall fix.  Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting (one (1) day before the meeting if delivered by an overnight courier service and two (2) days before the meeting if by overseas courier service) or by telephoning, telecopying, telegraphing or personally delivering the same not less than twelve (12) hours before the meeting.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

4.8              Quorum.  At any meeting of the Board of Directors, a majority of the total number of authorized Directors shall constitute a quorum for all purposes.  If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

4.9              Participation in Meetings by Conference Telephone.  Members of the Board of Directors, or of any committee of the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

4.10          Conduct of Business.  At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the Directors present, except as otherwise provided herein or required by law.  Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

4.11          Powers.  The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power to levy dues and assessments, to select and remove all officers, agents, employees and contractors, and to fix reasonable compensation therefor, to authorize and empower officers or agents to enter into contracts and other commitments on behalf of the corporation, and to appoint and delegate responsibilities and authority to committees, officers and agents.

4.12          Compensation of Directors. Directors shall not be compensated for serving on the Board of Directors.  Directors shall be entitled to reimbursement of expenses incurred on behalf of the corporation.  Members of committees may receive such compensation, if any, for their services and such reimbursement for expenses as may be fixed or determined by resolution of the Board of Directors; provided that such compensation shall be reasonable and shall be comparable to compensation paid by unaffiliated entities for a like position.  Nothing herein shall be considered to preclude any Director from serving the corporation in any other capacity, including as an officer, agent, employee or otherwise, and receiving compensation therefor.

4.13          Nomination of Director Candidates.  Nominations for the election of Directors may be made by the Board of Directors or a proxy committee appointed by the Board of Directors.

ARTICLE V

Committees

5.1              Committees of the Board of Directors.  The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or Directors to serve as the member or members, designating, if it desires, other Directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

5.2              Conduct of Business.  Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law.  Adequate provision shall be made for notice to members of all meetings; one‑third of the authorized members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present.  Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE VI

Officers

6.1              Generally.  The officers of the Corporation shall consist of a Chairman, President, Secretary and a Chief Financial Officer.  The Corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, and such other officers as may from time to time be appointed by the Board of Directors.  Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders.  Each officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal.  Any number of offices may be held by the same person.

6.2              Chairman.  The Chairman shall preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or as provided by these Bylaws.

6.3              President.  Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman, the President shall be the general manager and chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the corporation.  He shall preside at meetings of the Board of Directors in the absence of the Chairman.  He shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws.

6.4              Vice President.  In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, 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 Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.

6.5              Chief Financial Officer.  The Chief Financial Officer shall keep and maintain or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form.

The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors.  He shall disburse all funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

6.6              Secretary.  The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors and committees of the Board.  Such minutes shall include all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings executed pursuant to these Bylaws or the General Delaware Corporation Law.

The Secretary shall give or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by these Bylaws or by law to be given, and shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

6.7              Delegation of Authority.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

6.8              Removal.  Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

6.9              Action With Respect to Securities of Other Corporations.  Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE VII

Miscellaneous

7.1              Inspection of Corporate Records.  The books of account and minutes of the proceedings of members and Directors, and of any Executive Committee or other committees of the Directors, shall be open to inspection at any reasonable time upon the written demand of any Director.  Such inspection may be made in person or by an agent or attorney, and shall include the right to make photocopies and extracts.

7.2              Checks, Drafts, Etc.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation and any and all securities owned by or held by the corporation requiring signature for transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors.

7.3              Execution of Contracts.  The Board of Directors may authorize any officer, or officers, agent, or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the corporation; and such authority may be general or confined to specific instances.  Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or in any amount.

ARTICLE VIII

Indemnification of Directors and Officers

8.1              Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, or appellate (“Proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director or officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said Law permitted the Corporation to provide prior to such amendment) against all expenses, liability and loss (including attorney’s fees, judgment, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this Bylaw or any agreement with the Corporation) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the Corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation; provided, however, that, if the Delaware General Corporation Law then so requires, the payment of such expenses incurred by a director or officer of the Corporation in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise.

8.2              Right of Indemnitee to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth under the General Corporation Law of Delaware.  Neither the failure of the corporation (including its board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation law of Delaware, nor an actual determination by the corporation (including its board of Directors or independent legal counsel) that the indemnitee has not met such applicable standard of conduct or, in the case of a suit brought by the indemnitee, be a defense to such a suit.  In a suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the corporation.

8.3              Indemnification of Employees and Agents.  The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the indemnification of and advancement of expenses to Directors and officers of the corporation.

8.4              Non‑Exclusivity of Rights.  The rights conferred on any person by Sections 8.1 and 8.2 shall not be exclusive of any other right which such persons may have or hereafter acquired under any statute, provisions of the Certificate of Incorporation, by‑law, agreement, vote of stockholders or disinterested Directors or otherwise.

8.5              Indemnification Contracts.  The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to those provided for in this Article VIII.

8.6              Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under Delaware General Corporation Law.

8.7              Effect of Amendment.  Any amendment, repeal or modification of any provision of this Article VIII by the Directors of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.

8.8              Savings Clause.  If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE IX

Fiscal Matters

9.1              Accounting.  The fiscal year end of the Corporation shall be determined by the Board.

9.2              Audit.  At the end of the fiscal year, the books of the Corporation will be closed and audited by certified public accountants. The appointment of the fiscal auditors will be the responsibility of the Board.

9.3              Annual Report and Annual Statement.  The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and a description of any payments made by the Corporation to Directors (including reimbursements of expenses). The Corporation shall cause the annual report and the annual statement of certain transactions to be sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of the Corporation's fiscal year.

9.4              Annual Budget.  The President shall prepare and, at least forty-five (45) days prior to the commencement of each fiscal year, submit to the Board, a proposed annual budget of the Corporation for the next fiscal year. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted budget on the Corporation’s web site.

9.5              Fees and Charges.  The Board may set fees and charges for the services and benefits provided by the Corporation, with the goal of fully recovering the reasonable costs of the operation of the Corporation and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Corporation. Such fees and charges shall be fair and equitable, and once adopted shall be published on the Corporation’s web site in a sufficiently detailed manner so as to be readily accessible.

ARTICLE X

Openness & Transparency

10.1          General.  The Corporation and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness.

10.2          Access to Information. 

a.                   All minutes of meetings of the Board and Committees shall be approved promptly by the originating body.

b.                  No later than five (5) days after each meeting, any actions taken by the Board shall be made publicly available in a preliminary report on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"); provided, however, that any actions relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the preliminary report made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant preliminary report the reason for such nondisclosure.

c.                   No later than the day after the date on which they are formally approved by the Board, the minutes shall be made publicly available on the Web Site; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant minutes the reason for such nondisclosure.

10.3          Notice and Comment Provisions.

a.                   The Board shall post on the Web Site (i) periodically a calendar of scheduled meetings for the upcoming year, and (ii) in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting. If reasonably practicable, the Board shall post notices of special meetings of the Board at least fourteen (14) days prior to the meetings.

b.                  As appropriate, the Corporation will facilitate the translation of final published documents into various appropriate languages.

ARTICLE XI

Policy Formulation

With respect to any policies that are being considered by the Board for adoption that substantially affect the operation of the ".tel" TLD, including the imposition of any fees or charges, the Board will:

a.                   provide public notice on the Web Site explaining what policies are being considered for adoption and why;

b.                  actively seek input from related industry groups early in the policy making process;

c.                   provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, and to see the comments of others; and

d.                  hold a public forum at which the proposed policy would be discussed.

After voting on any policy, the Board will publish in the meeting minutes the reasons for any action taken, the vote of each Director voting on the action, and the separate statement of any Director desiring publication of such a statement.

Following the publication of policies, the Board will commit resources as appropriate to review and respond to public comments received via the iTAB Web Site as a mechanism for reviewing policies as appropriate based on appropriate public comment.

ARTICLE XII

Effective Date and Amendments

12.1          Effective Date.  These Bylaws shall become effective immediately upon their adoption.  Amendments to these Bylaws shall become effective immediately upon the adoption of the amendment, unless the Board of Directors in adopting the amendment provides that it is to become effective at a later date.

12.2          Amendments.  These Bylaws may be amended or repealed and new Bylaws adopted by the vote of the majority of the members of the Board of Directors then in office.


ARTICLE I  Offices....... 1

1.1........... Principal Office............ 1

1.2........... Other Offices............ 1

ARTICLE II  Purposes.... 1

ARTICLE III  Membership 1

3.1........... Initial Class of Membership and Qualification............ 1

3.2........... Other Classes of Membership............ 1

3.3........... Admission and Termination............ 2

3.4........... Nonliability............ 2

3.5........... Nontransferability............ 2

3.6........... Distribution of Assets Upon Dissolution............ 2

ARTICLE IV   Board of Directors..... 2

4.1........... Powers............ 2

4.2........... Directors and Qualifications........... 2

4.3........... Election of Directors; Terms............ 3

4.4........... Vacancies............ 3

4.5........... Place of Meeting............ 3

4.6........... Organization Meetings............ 3

4.7........... Special Meetings........... 3

4.8........... Quorum........... 3

4.9........... Participation in Meetings by Conference Telephone........... 4

4.10........... Conduct of Business........... 4

4.11........... Powers........... 4

4.12........... Compensation of Directors........... 4

4.13........... Nomination of Director Candidates........... 4

ARTICLE V  Committees. 4

5.1........... Committees of the Board of Directors........... 4

5.2........... Conduct of Business........... 5

ARTICLE VI  Officers....... 5

6.1........... Generally........... 5

6.2........... Chairman........... 5

6.3........... President........... 5

6.4 Vice President........... 5

6.5........... Chief Financial Officer........... 6

6.6........... Secretary........... 6

6.7........... Delegation of Authority........... 6

6.8........... Removal........... 6

6.9........... Action With Respect to Securities of Other Corporations........... 6

ARTICLE VII  Miscellaneous....... 6

7.1........... Inspection of Corporate Records........... 6

7.2........... Checks, Drafts, Etc............ 7

7.3........... Execution of Contracts........... 7

ARTICLE VIII  Indemnification of Directors and Officers....... 7

8.1........... Right to Indemnification........... 7

8.2........... Right of Indemnitee to Bring Suit........... 8

8.3........... Indemnification of Employees and Agents........... 8

8.4........... Non‑Exclusivity of Rights........... 8

8.5........... Indemnification Contracts........... 8

8.6........... Insurance........... 8

8.7........... Effect of Amendment........... 9

8.8........... Savings Clause........... 9

ARTICLE IX  Fiscal Matters....... 9

9.1........... Accounting........... 9

9.2........... Audit........... 9

9.3........... Annual Report and Annual Statement........... 9

9.4........... Annual Budget........... 9

9.5........... Fees and Charges........... 9

ARTICLE X  Openness & Transparency..... 10

10.1........... General........... 10

10.2........... Access to Information........... 10

10.3........... Notice and Comment Provisions........... 10

ARTICLE XI  Policy Formulation 11

ARTICLE XII  Effective Date and Amendments..... 11

12.1........... Effective Date........... 11

12.2........... Amendments........... 11