BYLAWS OF

THE PEER-TO-PEER WORKING GROUP

ANUNINCORPORATED INDUSTRY ASSOCIATION

FOR THE ADVANCEMENT OF PEER-TO-PEER TECHNOLOGY

 

TABLE OF CONTENTS
 
Article
  Description Page
1
  PURPOSES AND OBJECTIVES 1
2
  OFFICES OF THE WORKING GROUP 3
3
  MEMBERSHIP 3
4
  MEETINGS OF MEMBERS 8
5
  GOVERNANCE 11
6
  OFFICERS 16
7
  CONTRACTS AND LOANS WITH OFFICERS 19
8
  RECORDS AND REPORTS 20
9
  INTELLECTUAL PROPERTY RIGHTS 21
10
  DISCLAIMER OF WARRANTIES 22
11
  DISTRIBUTION OF ASSETS ON DISSOLUTION 22
12
  CONSTRUCTION AND DEFINITIONS 22
13
  EFFECTIVE DATE AND AMENDMENTS 23
14
  LAWS 23
 
ARTICLE 1 - PURPOSES AND OBJECTS

 

1.1General Purpose

 

Thename of this association is THE PEER-TO-PEER WORKING GROUP ("the P2PWorking Group"). The P2P Working Group is an unincorporated nonprofitindustry association. The business of the P2P Working Group shall not beconducted for the financial profit of its members, but shall be conducted forthe advancement of peer-to-peer technology and of the industry around suchtechnology, as perceived and defined by its members. The purpose of the P2PWorking Group is to engage in any lawful act or activity for which anassociation may be so organized under the law.

 

1.2Specific Purposes

 

(a)  The specificpurpose of the P2P Working Group is to promote understanding and cooperationaround technology used to support peer-to-peer operations over a network,often, but not necessarily over the Internet, and to encourage the utilizationand implementation of peer-to-peer as a key networking technology forconnecting various computing, data and telecommunications devices.

 

The mission of the P2PWorking Group is to nurture and help develop a broad peer-to-peer marketplaceby promoting the proliferation of peer-to-peer technology and by encouragingthe interoperability of peer-to-peer solutions from different vendors. Thismission will be pursued by:

 

(1) Supporting the development and maintenance of a common vocabulary and taxonomy for identifying and describing peer-to-peer technology;

 

(2) Contributingresources to facilitate convergence and consensus on technical specifications;

 

(3) Promoting industryawareness, acceptance, and advancement of the importance of multi-vendorpeer-to-peer interoperability;

 

(4) Accelerating theadoption and usage of peer-to-peer products and services;

 

(5) Providing resourcesto establish and demonstrate multi-vendor interoperability and generallyencourage and promote interoperability; and

 

(6) Fosteringcommunications between suppliers and users of peer-to-peer technology andproducts.

 

(c)  The activities of the P2P WorkingGroup will include, but not be limited to:

 

(1) The active promotionof peer-to-peer technology in the marketplace;

(2) Supportingtradeshows, industry conferences, market development, and interoperabilityactivities;

 

(3) Providing thepublic, press, and analysts with a single, comprehensive source of informationregarding peer-to-peer technology, infrastructure, and the peer-to-peer marketin general; and

 

(4) Performing otheractivities as permitted under these Bylaws in furtherance of the mission of theP2P Working Group.

 

(d) The members of the P2PWorking Group ("Members") are individually and collectively committedto open competition in the development of products, technology, and services,and the Members are not restricted in any way from designing, developing, marketing,and/or procuring hardware, software, systems, technology, or services.

 

1.3 Limitations on Association Activities.

 

(a) GeneralLimitations. Notwithstanding anything herein to the contrary, nothingcontained in these Bylaws shall authorize the P2P Working Group directly orindirectly to engage in any act or thing incidental to or connected with thepurposes set forth in Article 1 hereof or in advancement thereof which wouldcause the P2P Working Group to be disqualified as a business league within themeaning of Section 501(c)(6) of the United States Internal Revenue Code. Nopart of the P2P Working Group's net earnings or assets will inure to thebenefit of any Member, or private person.

 

(b) ComplianceWith Anti-Trust Laws. The P2P Working Group and its Officers and Membersacknowledge that the purposes and objects of the P2P Working Group prohibitdiscussion about sales levels, methods, or channels of distribution, markets,customers, prices or profitability or any other topic in such a manner as wouldrestrict use of hardware, software, technology, or services. The P2P WorkingGroup and its Officers and Members direct that the purposes of the P2P WorkingGroup prohibit discussions or activities on any topic in such a manner as couldhave an adverse impact on national or international competition or trade orcould violate any national or international law regarding competition or trade. The P2P Working Group and its Officers, Members and participants shallstrictly comply with state, federal and foreign antitrust laws. Members arenot restricted in any way from designing, developing, marketing, and/orprocuring hardware, software, systems, technology, or services.

 

 

ARTICLE 2 - OFFICES OF THE P2P WORKING GROUP

The principal office of the P2P Working Group shall be located at such location as the Steering Committee so elects. The Steering Committee may change the principal office from one location to another and may establish other offices, such as administrative offices, as appropriate for fulfilling the purposes of the P2P Working Group.

 

ARTICLE 3 - MEMBERSHIP

 

3.1Membership Candidates.

 

Any individual or legal entity, private orgovernmental, interested in promoting the purposes of the P2P Working Group maybecome a member of the P2P Working Group in accordance with these Bylaws,provided that the Steering Committee may from time to time establish membershiprequirements that are designed to further the purposes of the P2P Working Group. The P2P Working Group does not restrict membership on the basis of race,color, disability, gender, sexual orientation, religion, or national origin.

 

3.2Classes of Membership

 

(a) The P2P WorkingGroup shall have two classes of membership: Principal Member and AssociateMember, and shall allow non-member visitors to participate in certainactivities. Any person or entity dedicated to the purposes of the P2P WorkingGroup and meeting any requirements established pursuant to Section 3.1 shall beeligible for membership, subject to the payment of such dues and fees as mayapply at that time and subject to Section 3.15(d) should the applied membershiphave been previously revoked.

 

(b) Both classes of membership are entitled to:

(1)  Accessto all Steering Committee working documents, meeting minutes, writtencontributions and Technical Architecture Committee contributions;

 

(2) Submit Technical Architecture Committeecontributions; and

 

(3) Subscribe to all general e-mail exploderlists published by the P2P Working Group.

 

3.3 Principal Members

 

(a) The P2P WorkingGroup's Principal Members are committed to active participation in theactivities conducted by the P2P Working Group in the pursuit of its mission.

 

(b)Principal Members shall have the right to vote on all matters requiring a voteof the membership, as set forth in these Bylaws.

 

(c) Representatives ofPrincipal Members have the right to run for election to a Steering Committeeseat, including the Steering Committee Chair, the Technical ArchitectureCommittee Chair or the Marketing Committee Chair and to serve as an Officer ofthe P2P Working Group. In addition, each Principal Member is entitled to:

 

(1) Representation at general and special meetings of the Members and in working committees (to include task sub-committees);

 

(2) One (1) vote at allmembership meetings (general and special), in all elections (Steering Committeemembers and chair, Technical Architecture Committee members and chair, etc.)and in all circumstances where a Member may cast a ballot;

 

(3) Proactively directthe work undertaken by the P2P Working Group;

 

(4) Propose new tasksub-committees to address specific issues;

 

(5) Receive firstpriority to participate in marketing activities;

 

(6) Receive firstpriority to participate in events hosted by the P2P Working Group;

 

(7) Use the P2P WorkingGroup's Member logo, denoting involvement in the P2P Working Group;

 

(8) Receive first priority of speakingopportunities on behalf of the P2P Working Group for industry conferences,trade shows and other events; and

 

(9) Have their company name posted on the P2PWorking Group's Web site.

 

3.4Associate Members.

 

(a) Representatives ofAssociate Members are entitled to chair or to serve on any TechnicalArchitecture sub-committees and to participate in all P2P Working Group-sponsoredevents. Associate Members of the P2P Working Group have access to informationregarding achievements of the P2P Working Group and plans for futureactivities. In addition, each Associate Member is entitled to:

 

(1)Representation at general and special meetings of the Members and in workingcommittees (to include task sub-committees);

 

(2)  Contribute to the workproducts of the P2P Working Group;

 

(3)  Participate in marketingactivities;

 

(4) Participate inevents hosted by the P2P Working Group;

 

(5) Use the P2P WorkingGroup's Member logo, denoting involvement in the P2P Working Group;

 

(6) Provide speakers onbehalf of the P2P Working Group for industry conferences, trade shows and otherevents when such speaking opportunities are not filled by Principal Members;

 

(7) Have their companyname posted on the P2P Working Group's Web site.

 

(b) Associate Membershave no voting rights at any meeting of Members of the P2P Working Group.Representatives of Associate Members may not run for the Steering Committee,the Technical Architecture Committee or serve as Officers of the P2P WorkingGroup.

 

3.5Non-Member Visitors.

 

Certain meetings and events of the P2P WorkingGroup may be open in whole or in part to non-member visitors. Such visitorsmay be required to pay a fee to participate in such meetings or events.

 

3.6Membership Participation.

 

Principal Members and Associate Members in goodstanding will be eligible to attend and participate in all meetings of Members,will be eligible to attend and participate in any working committee that mightbe formed, will be eligible to participate in any shows, activities, seminarsand conferences, and will be entitled to receive all documentation andmaterials generated by the P2P Working Group. Business of the P2P WorkingGroup, including meetings of the working committees, shall be conducted inaccordance with fair and democratic procedure on a one vote per PrincipalMember company basis.

 

3.7Member Representatives.

 

(a) Each Member company shallbe entitled to have an unlimited number of participants in the P2P WorkingGroup's events, subject to certain additional participation fees beyond somereasonable limits to be defined in advance per event. However, each Membercompany shall be responsible for designating a single person (and may designateadditional persons as alternates) who shall be authorized to act as therepresentative of that Member where a vote or other action on behalf of thatMember is required. The designated representative of any Member company, andany alternate, must be an employee or authorized agent or contractor of thatcompany and no person may simultaneously act as the authorized representativeof more than one Member.

 

(b) Separate divisionsor subsidiaries of a single Member company may participate as part of theMember company, but may not hold a separate Membership in the P2P Working Group. Employees, contractors and persons affiliated with a single Member company orindividual Member may participate as part of the Member company, but may nothold a separate Membership in the P2P Working Group.

 

(c) An authorizedrepresentative of a Member, including a member of the Steering Committee, theTechnical Architecture Committee or any Officer, cannot continue to act in suchcapacity in the event that person ceases to be affiliated with the Member he orshe represents, or upon termination of that person's authority by the Membergiving written notice of such termination to the P2P Working Group anddesignating a new authorized representative. A person who has, for any reason,ceased to be an authorized representative of a Member may at any timethereafter become an authorized representative for any other Member. If suchperson was formerly acting as an Officer of the P2P Working Group or a memberof the Steering Committee, the Steering Committee may reappoint such person tothe same or any other office and/or may appoint such person to fill the vacancyon the Steering Committee pursuant to Section 5.8 of these Bylaws.

 

3.8Member Working Sub-committees.

 

(a) Workingsub-committees may be created by the Steering Committee or by the TechnicalArchitecture Committee or by the Marketing Committee to address specific issuesor topics. These working sub-committees will be headed by a volunteer from aPrincipal Member or an Associate Member. The participants will be comprised ofall interested Members as well as any other individuals or groups invited bythe sub-committee chair.

 

(b) Members may berequested to provide qualified representatives to further the work of variousworking sub-committees. The working sub-committees may organize themselves inany way they deem appropriate in order to complete a given assignment, but inall cases subject to these Bylaws and the policies and procedures of the P2PWorking Group. The working sub-committees may meet as often as they determinenecessary and will be responsible for reporting their progress to the creatingcommittee and subsequently to the Members.

 

 

(c) The working sub-committeechair shall be responsible for the generation of documentation related to theactivity being pursued. Upon completion of a working sub-committee activity,the results will be submitted to the creating committee and subsequently to theMembers. In addition to participating in working sub-committees, Members areexpected to participate in seminars, conferences, and other activities on aperiodic basis to help further the goals of the P2P Working Group.

 

3.9Dues, Fees, and Assessments.

 

(a) Each member mustpay, within the time and on the conditions set forth in these Bylaws, the dues,fees, and assessments. The dues, fees, and assessments shall be equal for allMembers of each class, but there may be different dues, fees and assessmentsfor different classes of Members. Dues, fees and assessments may be proratedto a renewal date. Any increase to the annual membership dues above the amountof initial dues set forth in Section 3.9(b) below shall be subject to approvalby the Principal Members.

 

(b) The initial duesshall be as follows: Principal Member: $5,000.00 per year; Associate Member:$500.00 per year; and, Non-Member Visitors: as may be decided by the SteeringCommittee for any event or meeting at which Non-Member Visitors are to be permittedattendance.

 

(c)  The SteeringCommittee may, by majority vote, grant a scholarship for any company,organization or person to participate in the P2P Working Group as an AssociateMember. This waiving of dues shall be for a period of one year from date ofthe vote and may be renewed by a subsequent majority vote in and for anysubsequent year. This scholarship provision may be used to grant AssociateMember status to other industry groups whose participation in the P2P WorkingGroup is desired by the Steering Committee.

 

(d) The SteeringCommittee may at any time levy special assessments upon the Principal Membersto cover any extraordinary, unusual, or unanticipated operating expenses oroperating deficits of the P2P Working Group; provided, however, that unless approved bymajority vote of the Principal Members, the total amount of all specialassessments levied within the same fiscal year shall not exceed fifty percent(50%) of the annual membership dues charged to the Principal Members for thatfiscal year.

 

(e) If any payment ofdues or any assessment is not made as and when required, the Steering Committee shall cause a notice of default to be sent to the delinquent Member. If thepayment is not made within forty-five (45) days after the date of sending suchnotice to the delinquent Member, the Steering Committee may send a furthernotice advising the delinquent Member that its membership in the P2P WorkingGroup may be suspended if the default is not cured within a further forty-five(45) days. Upon failure or refusal by the delinquent Member to pay all amountsset forth in the notice of default, the Steering Committee shall be entitled tosuspend the membership of the delinquent Member until such default has beencured. A membership which has been suspended pursuant to this paragraph may bereinstated upon payment by the delinquent Member of the unpaid dues orassessment plus an administrative fee of $250.00.

 

3.10Charges for Participation in Special Events or Activities.

(a) The Steering Committeemay establish charges payable by Members for participation in any specialevents or activities conducted by the P2P Working Group, including, but notlimited to, trade shows and demonstration showcase events. The amount of suchcharge shall be equal for all participants of a given membership class, but maybe different for different classes of membership. The charge may be less ormore than the costs associated with the event or activity.

 

 (b) The Steering Committee may require advance payment of any portion or all of the charges for participation in a special event or activity and may deny participation to any Member failing to make such payment as and when it become due. In the event a Member participates in a special event or activity and fails or refuses to pay the amount charged to that Member for such participation, the Steering Committee may exercise the same rights and remedies as would be available in the case of delinquency in payment of annual dues.

 

3.11Good Standing.

 

Those Members who have paid the required dues, fees,and assessments and who are not suspended shall be Members in good standing. Failure to pay required dues, fees or assessments may result in loss ofmembership and all Member privileges and benefits in accordance with theprocedures set forth in these Bylaws.

 

3.12Change of Control.

 

In the event a Member's assets are totally orsubstantially transferred to another entity through merger, acquisition orother cause, that Member's membership may be transferred to the new entity,provided all appropriate membership documents and the membership applicationare properly executed in the name of the new entity. Any such transfer ofmembership shall be subject to approval by the Steering Committee. When bothentities hold membership, the lowest class of membership is automaticallyterminated, and the highest class of membership is retained in the name of thesurviving entity. The P2P Working Group has no obligation to refund any dues,fees or assessments in the event of merger or acquisition. In no case shall amerger or acquisition eliminate the obligations of a Member.

 

3.13Change in Membership.

 

A Member of the P2P Working Group may request achange in its status by written application to the Steering Committee. SaidMember shall be required to pay prorated dues and assessments for a membershipupgrade, receiving prorated credit for the membership dues and assessmentswhich have already been paid for the lower class of membership.

 

3.14Resignation or Expiration of Membership.

 

(a) AnyMember of the P2P Working Group may withdraw from membership by tendering awritten resignation to the Steering Committee at any time; provided, however,that no resignation shall relieve a Member from full payment of any and all initiationfees, dues, and special assessments and each and every installment thereofremaining unpaid on the date of tender of resignation.

 

(b) A membership whichhas been issued for a fixed period of time shall automatically expire at theend of such period, unless renewed or extended by the Steering Committee.

 

3.15 Termination orSuspension of Membership.

 

(a) Causes ofTermination or Suspension. The occurrence of any of the following eventsshall constitute grounds for termination or suspension of membership in the P2PWorking Group:

 

(1)Failure of a Member to cure a default in payment of dues, fees, or assessmentsin accordance with Section 3.9(d);

 

(2) Occurrence of anyevent that renders a Member ineligible for membership, or failure to satisfymembership qualifications;

 

(3) Bankruptcy or withdrawal from or cessation of business by any Member which is a legal entity (incorporated or unincorporated).

 

(4) Conduct by a Memberor by the employees or representatives of a Member which is seriouslydetrimental to the purposes and goals of the P2P Working Group or in violationof the rules and documented procedures of the P2P Working Group, including butnot limited to a violation of these Bylaws.

 

(b) Procedure for Suspension or Revocation ofMembership.

 

Upon the occurrence of any of the events describedin paragraph (a) of this Section 3.14, the Steering Committee may initiateproceedings for suspension or termination of membership by adopting aresolution of intention to take such action against the affected Member. Theresolution must be adopted by at least a two-thirds vote of the entire SteeringCommittee. A written notice shall thereupon be given to the affected Memberstating the action proposed to be taken by the Steering Committee (i.e.suspension or revocation of membership) and the facts and circumstances reliedupon by the Steering Committee as the justification for such intended action. The notice shall also specify the date on which the Steering Committee proposesto take such action, which shall be not less than thirty (30) days from thedate of the notice. The notice shall further advise the affected Member thatthe Member is entitled to an opportunity to be heard, either orally or inwriting, prior to the date of the intended action. Upon request by the Member,the Steering Committee shall schedule a meeting for the purpose of hearing anyevidence the Member desires to present to the Steering Committee in person orthrough a representative selected by the Member. The decision by the SteeringCommittee concerning suspension or revocation of membership shall be final andbinding.

 

(c) Loss ofMembership Rights. A Member whose membership is revoked or suspended forany reason shall forfeit any dues or special assessments paid duringmembership. A suspended Member shall not be considered a Member in goodstanding during the period of suspension, and shall take no part in any of theactivities, funds, property, rights, and interests belonging to the P2P WorkingGroup until such time as such Member complies with the requirements for theremoval of the suspension and the return to good standing.

 

(d) Reinstatement ofMembership After Revocation. A Member whose membership has been revokedshall be eligible to rejoin the P2P Working Group by submitting a petition tothe Steering Committee. Such petition must be approved by a two-thirds vote ofthe entire Steering Committee. A former Member shall not be considered forreadmission until all arrears in dues and/or other monetary obligations to the P2PWorking Group, including assessment of reasonable costs related to the loss andrestoration of membership, shall have been paid.

 

 

ARTICLE 4 - MEETINGS OF MEMBERS

 

4.1General Provisions Concerning Meetings.

 

All meetings of Officers and Members of the P2PWorking Group and working committees thereof, shall be held pursuant to awritten agenda. Minutes shall be taken of all meetings of Officers and Membersand are encouraged but not essential for working committees. The conduct ofany meeting shall be limited to subjects within the proper purposes andobjectives of the P2P Working Group.

 

4.2. General Meetings.

 

General meetings of the Members of the P2PWorking Group may be held at any place designated by the Chair of/or theSteering Committee, upon call by the Chair of/or the Steering Committee. General meetings are intended to be a vehicle to discuss the work plan of the P2PWorking Group and the progress thereof, and to solicit member contributions. Upon the expiration of the term of office (nominally one year) for any electedposition or should any elected position become vacant through an inability ofthe elected representative to continue in the role, at the first generalmeeting following such circumstance becoming known, an election shall be heldwherein the Principal Members shall elect any vacancies or Committee Chairs andCommittee Members whose terms are expiring, and shall transact such otherbusiness as may properly come before the meeting.

 

4.3.Special Meetings.

 

(a)   Special meetings of theMembers of the P2P Working Group may be called by the Chair of the SteeringCommittee, the Chair of the Technical Architecture Committee, the Chair of theMarketing Committee, or by Principal Members representing five percent (5%) ofthe voting power of the P2P Working Group. A special meeting called by anyperson (other than an Officer or the Steering Committee) entitled to call sucha meeting shall be called by written request, specifying the general nature ofthe business proposed to be transacted, and submitted to the Chair of theSteering Committee. The Officer receiving the request shall cause notice to begiven promptly to the Members, in accordance with Section 4.4 of these Bylaws,stating that a meeting will be held at a special time and date fixed by theSteering Committee; provided, however, that the meeting date shall be not lessthan ten (10) or more than ninety (90) days after receipt of the request. Ifthe notice is not given within ten (10) days after receipt of the request, theperson or persons requesting the meeting may give the notice. Nothing in thisSection shall be construed as limiting, fixing, or affecting the time at whicha meeting may be held when the meeting is called by the Steering Committee. Nobusiness, other than the business of the general nature of which was set forthin the notice of the meeting, may be transacted at a special meeting. Minutesof the meeting will be kept and archived and made available to all Members.

 

(b) The SteeringCommittee has the option to approve a sequence of meetings beyond the ninety(90) day limit in support of a committee or sub-committee wishing to establisha regular schedule. The Steering Committee has the option to approve beyond theninety (90) day limit for the purpose of negotiating lower costs with hotels orother facility providers.

 

4.4.Notice.

 

(a) Written and/orelectronic notice of the time and place and purpose of holding any generalmeeting of the Members of the P2P Working Group shall be given to each Memberwho on the record date of notice is permitted to attend such meeting, not lessthan ten (10) or more than ninety (90) days prior to the scheduled date for themeeting. The notice of such a meeting will include the proposed agenda forthat meeting. All notices shall be given to the Member's address on file withthe P2P Working Group either personally or by facsimile, electronic mail, firstclass, registered, or certified mail. Notice of a meeting need not be given toany Member who signs a waiver of notice, whether before or after the meeting. The attendance of any Member at a meeting in person shall constitute a waiverof notice by that Member unless such Member is attending solely for the statedpurpose of protesting the sufficiency of the notice given for that meeting.

 

(b)Advance notice of meetings scheduled beyond the ninety (90) day limit may begiven for the advance planning and convenience of Members. Such advance noticeshall not constitute fulfillment of the requirements for notification prescribedabove and a separate notice of the meeting shall be given in accordance withsuch requirements.

 

4.5. Quorum.

 

Principal Members representing not less thanone-third of the voting power shall constitute a quorum for any general orspecial meeting of Members; provided, however, that a meeting attended byPrincipal Members representing less than one-third of the voting power shallconstitute a quorum for the purpose of voting only upon matters that weregenerally described in the notice of that meeting given to the Members. Uponapproval by the P2P Working Group and subject to such restrictions orconditions as the Steering Committee may prescribe, Members may attend anymeeting by means of teleconferencing, video conferencing, or other electronic means,so long as each Member attending the meeting in such fashion is able to hearand participate in the meeting to the same extent as any Member who isphysically present at the meeting.

 

4.6.Voting.

(a) If aquorum is present, the affirmative vote of a majority of the Principal Membersrepresented at the meeting and entitled to vote thereon shall be the act ofthe Members. Cumulative voting shall not be authorized for any purpose. TheChair will provide to any Principal Member in good standing, upon request,complete voting tallies of any balloted vote.

 

(b)  No proxy is allowed invoting at any meeting of the Members.

 

4.7.Written Consents.

 

(a) Any action requiredor permitted to be taken at a meeting of the Members of the P2P Working Groupincluding the election of Chairs and Committee members, may be taken without ameeting and without prior notice upon compliance with this Section 4.7.

 

(b)Approval by written or electronic ballot pursuant to this Section shall bevalid if the number of ballots cast equal or exceed the specified total numberof ballots that must be received by a designated time at a meeting authorizingthe action.

 

(c) Ifaction by Members is proposed to be taken without a meeting, the Chair of theSteering Committee shall distribute one written ballot to each Principal Memberentitled to vote on the matter. Such ballots shall be returned or delivered inthe manner required by Section 4.4 of these Bylaws. All solicitations of votesby written ballot shall:

 

(1)  Describe in reasonabledetail the matter to be voted upon by the Members;

 

(2)  Indicate the number ofresponses needed to meet majority requirements;

 

(3) State the percentage of approvals necessary(51%) to pass the measure or measures, and

 

(3)  Specify the time bywhich the ballot must be received in order to be counted, which time mustafford the Member a reasonable opportunity to return the ballot to the Chair ofthe Steering Committee.

 

Whenever action is taken pursuant to thisSection, the written consents of the Principal Members consenting thereto shallbe filed with the minutes of proceedings of Members.

 

4.8 Record Date for Member Notice.

 

For the purposes of determining which PrincipalMembers are entitled to receive notice of any meeting, to vote, to give consentto the P2P Working Group action without a meeting, or to take other action, theSteering Committee may fix, in advance, a "record date," which shallnot be more than ninety (90) nor fewer than ten (10) days before the date ofany such meeting, nor more than sixty (60) days before the date on whichballots are to be submitted for any proposed action to be taken without ameeting. Only Principal Members of record on the date so fixed are entitled tonotice, to vote, to give consents, or take other action, as the case may be.

 

 

ARTICLE 5 - GOVERNANCE

 

5.1Powers.

 

The Steering Committee is responsible for theoverall management and well-being of the P2P Working Group.

 

 

5.2General Management of the P2P Working Group.

 

Subject to the provisions and limitation of anyapplicable laws, and subject to any limitations in these Bylaws regardingactions that require the approval of the Members, the P2P Working Group'sactivities and affairs shall be managed, and all power of governance shall beexercised, by or under the Steering Committee's direction.

 

5.3Specific Powers.

 

(a) Without prejudice tothe general powers set forth in Section 5.2 of these Bylaws, but subject to thesame limitations, the Steering Committee shall have the power to:

 

(1) Appoint and remove atthe pleasure of the Steering Committee all the P2P Working Group's agents;prescribe powers and duties for them that are consistent with the law, and withthese Bylaws; and fix their compensation and require from them security forfaithful performance of their duties.

 

(2) Change the principaloffice or the administrative office from one location to another; conduct itsactivities and designate any place for holding any meeting of Members.

 

(3)Adopt, update and use a P2P Working Group logo; adopt forms of Membershipcertificates; and alter the forms of the logo and certificates.

 

(4)Without prejudice to the general powers set forth in the to the samelimitations, the Steering Committee shall NOT have the power unless soauthorized by a majority of the Members to borrow money on behalf of the P2PWorking Group and cause to be executed and delivered for the P2P Working Group'spurposes, in the P2P Working Group name, promissory notes, bonds, debentures,deeds of trust, mortgages, pledges, hypothecation, and other evidences of debtand securities.

 

(5)Appoint such standing or special sub-committees as may be desirable to carryout the objectives and purposes of the P2P Working Group and to fix theirpowers and prescribe their duties.

  

(6) Select anAdministrative Agent for administering the day-to-day activities necessary forthe conduct of the P2P Working Group's business affairs, and fix and prescribeits duties. Such Administrative Agent may be an independent contractor andneed not be a member of the P2P Working Group or a Member's representative.

 

(7) Bond such Officers,agents, and contractors of the P2P Working Group as may be necessary in suchamounts and with such sureties as may be reasonable.

 

(8) Designatedepositories for the P2P Working Group, to rent safety deposit vaults toprovide the manner of signing checks, notes, bills, and other evidences ofindebtedness of the P2P Working Group.

 

(9) Invest and reinvestthe funds of the P2P Working Group and to change such investments from time totime, keeping the safety and security of the funds as a priority.

 

(10) Pay as they becomedue the ordinary and necessary operating expenses of the P2P Working Group.

 

(11) In general, do alllawful things and exercise all such lawful powers as are not vested in theMembers of the P2P Working Group and which will promote the mission of the P2PWorking Group.

 

5.4Financial Powers.

 

(a) Any one of the Chair ofthe Steering Committee, the Chair of the Technical Architecture Committee, orthe Chair of the Marketing Committee has the authority to approve the paymentof any and all invoices for goods and services received in support of theactivities of the P2P Working Group.

(b) The selectedAdministrative Agent will submit electronic (e-mailed or faxed) descriptions ofany and all invoices to be paid for goods and services received in support ofthe activities of the P2P Working Group to their choice of any one of the threeChairs identified in Section 5.4(a) to get timely approvals.

(c) The selectedAdministrative Agent is authorized to sign checks themselves, upon receivingChair approval, for invoices up to a two thousand dollar ($2,000) limit.

(d) Any checks to beissued over two thousand dollars ($2,000) require one Chair's signature and anychecks to be issued over nine thousand dollars ($9,000) require two Chairs'signatures.

(e) The selectedAdministrative Agent shall report financial operating details monthly to theChair of the Steering Committee who must copy those financial operating detailsto all Steering Committee members in a timely manner.

(f) Any abuse of signingor approval authority by a Chair, as determined by a majority vote of theSteering Committee members, will result in a rebuke of such Chair or,optionally, a second vote to remove such Chair from his position until a newelection can be held at the next general meeting.

 

5.4Authorized Number of Steering Committee Members.

 

The authorized number of Steering Committeemembers shall be seven (7). This number shall include the Chair of theSteering Committee, the Chair of the Technical Architecture Committee, theChair of the Marketing Committee and four Steering Committee members at large,all to be elected directly by the Principal Members on a one vote per companybasis.

 

5.5 Election, Designation and Term of Office.

 

(a) The SteeringCommittee members shall be elected annually at a general meeting of the P2PWorking Group’s Members. Any representative of a Principal Member ingood standing may run for election to the Steering Committee. A candidate forelection to the Steering Committee who is the representative of a Membercompany shall provide, upon request, evidence that such Member has no objectionto the assumption by the candidate of the additional duties, responsibilitiesand time commitment required for service on the P2P Working Group SteeringCommittee.

 

(b) Each SteeringCommittee member shall be elected by the Principal Membership, or as otherwisespecified herein. A Steering Committee member may serve a maximum of three (3)consecutive terms. A Steering Committee Member who is a representative of aMember company shall be required to resign if his or her employer ceases to bea Principal Member in good standing or if the Steering committee member leavesthe employment of the Principal Member. In the event that person subsequentlyjoins another company who is or becomes a Principal Member of the P2P WorkingGroup, he or she may be designated as the representative of his or her newemployer and may run for a position on the Steering Committee.

 

(c) No Principal Membermay have more than three representatives elected to the Steering Committee. The Steering Committee can conduct itself by majority vote on decisionsrequired of it and can do so by voice or email. Proxy votes of any kind arenot permitted in any vote taken by the Steering Committee. The Chairs of theSteering Committee, the Technical Architecture Committee and the MarketingCommittee shall prepare a report on the P2P Working Group’s activities tobe presented to the Members at every general meeting.

 

(d) All SteeringCommittee Members shall take office when elected by a general meeting ofPrincipal Members and will hold office for one year; however, if any SteeringCommittee vacancies occur, those vacancies may be filled by elections at anyspecial Members' meeting held for that purpose or by written ballot. EachSteering Committee member, including a Steering Committee member elected tofill a vacancy or elected at a special Members' meeting or by written ballot,shall hold office until a successor has been elected and qualified in theannual elections.

 

5.6Vacancies of Steering Committee.

 

(a)  A vacancy or vacancies on the Steering Committee shall exist on theoccurrence of any of the following events:

 

(1) Thedeath or resignation of any member of the Steering Committee;

 

(2) The declaration byresolution of the Steering Committee of a vacancy in the office of a member ofthe Steering Committee who has been declared of unsound mind by an order ofcourt or convicted of a felony;

 

(3) The vote of a two-thirds (2/3) majority of PrincipalMembers, to remove any member(s) of the Steering Committee;

 

(4)The failure of the Principal Members, at any meeting of Members at which anymember(s) of the Steering Committee are to be elected, to elect the number ofmembers of the Steering Committee required to be elected at that meeting.

 

5.7Resignations.

 

Except as provided below, any member of theSteering Committee may resign by giving written notice to the Chair of theSteering Committee or, if the Chair, then by giving written notice to all othermembers of the Steering Committee. The resignation shall be effective when thenotice is given unless it specifies a later time for the resignation to becomeeffective.

 

5.8Filling Vacancies.

 

In the event of the death, resignation, removal,or disqualification of any member of the Steering Committee, the SteeringCommittee shall fill the vacancy with a Principal Member in good standing whois not currently represented on the Steering Committee. If the SteeringCommittee does not act, a special meeting of the Principal Members may becalled in the manner prescribed in these Bylaws to nominate and vote for amember of the Steering Committee to fill any vacancy or vacancies not filled bythe Steering Committee (to serve for the rest of the term).

 

5.9No Removal on Reduction of Number of Members of the Steering Committee.

 

No reduction of the authorized number of members ofthe Steering Committee shall have the effect of removing any member of theSteering Committee before that member's term of office expires.

 

5.10Steering Group's Meetings.

 

(a) Place of Meetings. Meetings of the Steering Committee shall be held at any place that has beendesignated by resolution of the Steering Committee or in the notice of themeeting.

 

(b) Meetings byTelephone. Any meeting can be held by conference telephone or similarcommunication equipment, as long as all members of the Steering Committeeparticipating in the meeting can hear one another. All such members of theSteering Committee shall be deemed to be present in person at such a meeting.

 

(c) Meetings AfterElections. Immediately after each general meeting of Members involvingelections, the Steering Committee shall hold a regular meeting for purposes oforganization and the transaction of other business.

 

(d) Other RegularMeetings. Other regular meetings of the Steering Committee may be held atsuch time and place as the Steering Committee may fix from time to time. Regularly scheduled meetings of the Steering Committee shall occur no less thansix times per year.

 

(e) Special Meetings. Special meetings of the Steering committee members may be called by the Chairof the Steering Committee by giving at least seven (7) days prior notice priorof the date, time, and place of the meeting. Such notice may be given eitherpersonally, by mail, or by electronic transmission.

 

(f) Quorum. A majority of theauthorized number of members of the Steering Committee shall constitute aquorum for the transaction of business, except to adjourn. Every action takenor decision made by a majority of the members of the Steering Committee presenta duly held meeting at which a quorum is present shall be the act of the SteeringCommittee, subject to any more stringent requirements as may be contained inthese Bylaws. A meeting at which a quorum is initially present may continue totransact business, despite the withdrawal of members of the Steering Committee,if any action taken or decision made is approved by at least a majority of therequired quorum for that meeting.

 

(g) Proxy Votes Prohibited. Proxy votes are not permitted on any votes taken by the members of the Steering Committee.

 

(h) Waiver of Notice. Noticeof a meeting need not be given to any member of the Steering Committee, who,either before or after the meeting, signs a waiver of notice, a written consentto the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed in the P2P WorkingGroup records or made a part of the minutes of the meetings. Notice of ameeting need not be given to any member of the Steering Committee who attendsthe meeting and does not protest, before or at the commencement of the meeting,the lack of notice given to him or her.

 

(i) Adjournment. A majority of the members of the Steering Committee present, whether or not aquorum is present, may adjourn any meeting to another time and place. Noticeof the time and place of holding an adjourned meeting need not be given unlessthe original meeting is adjourned for more than 24 hours. If the originalmeeting is adjourned for more than 24 hours, notice of any adjournment toanother time and place shall be given, before the time of the adjournedmeeting, to the members of the Steering Committee who were not present at thetime of the adjournment.

 

5.11Action Without a Meeting.

 

Any action that the Steering Committee isrequired to take may be taken without a meeting if all members of the SteeringCommittee consent in writing or electronic mail to that action. Such action bywritten consent shall have the same force and effect as any other validlyapproved action of the Steering Committee. All such consents shall be filedwith the minutes of the proceedings of the Steering Committee.

 

5.12Reimbursement.

 

Members of the Steering Committee may receivesuch reimbursement of expenses as determined by resolution of the SteeringCommittee to be just and reasonable to the P2P Working Group at the time theresolution is adopted.

 

5.13Sub-Committees.

 

(a) Sub-Committeesof the Steering Committee. The Steering Committee, by resolution, may createone or more sub-committees, each consisting of two or more members of theSteering Committee, to serve at the pleasure of the Steering Committee overall. Persons who are not members of the Steering Committee of the P2P Working Groupmay not be appointed to a sub-committee of the Steering Committee. TheSteering Committee may appoint one or more members of the Steering Committee asalternate members of any such sub-committee, who may replace any absent memberat any meeting. Any such sub-committee, to the extent provided in the SteeringCommittee resolution, shall have all the authority of the Steering Committeeexcept that no sub-committee, regardless of Steering Committee resolution, may:

 

(1)Take any final action on any matter that also requires approval of the Membersor approval of a majority of all Members;

 

(2) Fill vacancies onthe Steering Committee or on any sub-committee that has the authority of theSteering Committee;

 

(3) Fix compensation ofthe members of the Steering Committee for serving on the Steering Committee oron any sub-committee;

 

(4) Amend or repealBylaws or adopt new Bylaws;

 

(5) Amend or repeal anySteering Committee resolution that by its expressed terms is not so amendableor repealable;

 

(6) Create any othersub-committees of the Steering Committee or appoint the members ofsub-committees of the Steering Committee.

 

(b)  Meetings and Actionsof Sub-Committees.

 

Meetings and actions of sub-committees of theSteering Committee shall be governed by, held, and taken in accordance with,the provisions of these Bylaws concerning meetings and other Steering Committeeactions except that the time for regular meetings of such sub-committees andcalling of special meetings of such sub-committees may be determined either bySteering Committee resolution, or if there is none, by resolution of thesub-committee. Minutes of each meeting of any sub-committee of the SteeringCommittee shall be kept and shall be filed as P2P Working Group records. TheSteering Committee may adopt rules for the governance of any sub-committee thatare consistent with these Bylaws or, in the absence of rules adopted by theSteering Committee, the sub-committee may adopt such rules.

 

(c)   Particular SteeringCommittee Sub-Committees.

 

The Steering Committee may establish particularsub-committees, e.g., an audit sub-committee, nominating sub-committee andfinance sub-committee. The Steering Committee cannot, however, delegate itsfinal authority powers to any sub-committee. If any sub-committee is to have anynon-Steering Committee member sub-committee members, it is not a sub-committeeof the Steering Committee

 

 

ARTICLE 6 – OFFICERS

 

6.1Officers of the P2P Working Group.

 

The Officers of the P2P Working Group shall bethe Chair of the Steering Committee, the Chair of the Technical ArchitectureCommittee, and the Chair of the Marketing Committee. The P2P Working Group mayalso have, upon approval of the Principal Members, additional Officers (e.g.Secretary/Treasurer).

 

6.2Election of Officers.

 

All of the Officers of the P2P Working Group shallbe elected by the Principal Members and shall serve a one (1) year term at thepleasure of the Steering Committee.

 

6.3Additional Officers.

 

If the Principal Members, in accordance withSection 6.1, should approve additional Officers, then the Steering Committeemust determine and amend these Bylaws to specify the precise authorities heldand duties to be performed by any such additional Officers.

 

6.4Removal of Officers.

 

Without prejudice to the rights of an Officer,any Officer may be removed with or without cause by a two-thirds vote of theSteering Committee.

 

6.5Resignation of Officers.

 

Any Officer may resign at any time by givingwritten or electronic notice to the P2P Working Group. The resignation shalltake effect as of the date the notice is received or at any later timespecified in the notice and, unless otherwise specified in the notice, theresignation need not be accepted to be effective. Any resignation shall bewithout prejudice to the rights, if any, of the P2P Working Group under anycontract to which the Officer is a party.

 

6.6Vacancies in Office.

 

A vacancy in any office because of death,resignation, removal, disqualification, or any other cause shall be filled inthe manner prescribed in these Bylaws for regular appointments to that office,provided, however, that vacancies need not be filled on an annual basis.

 

6.7Chair of the Steering Committee.

 

The Chair of the Steering Committee shall setthe agenda and preside at all meetings of the Steering Committee. The Chair ofthe Steering Committee shall also act as liaison from and spokesperson for the P2PWorking Group and shall participate in long term planning for the P2P WorkingGroup. The Chair of the Steering Committee shall perform all such other dutiesas pertain to the Office of the Chair of the Steering Committee and shallperform such other duties as the Steering Committee shall prescribe byresolution. In the event that the Chair is unable to attend a meeting, the Chairis responsible to designate another Steering Committee member to act in his orher stead. The Chair of the Steering Committee shall also:

 

 

(a) be responsible forattendance lists, drafting the minutes of Steering Committee meetings,providing timely notice of meetings and establishing electronic mailcommunication with Steering Committee members.

 

(b) usean Administrative Agent to keep and maintain adequate and correct books andaccounts of the P2P Working Group's properties and transactions consistent withGenerally Accepted Accounting Principles, and send or cause to be given to theMembers and to the Steering Committee such financial statements and reports asare required by these Bylaws to be given. The books of account shall be opento inspection by any member of the Steering Committee at all reasonable times. The Steering Committee may choose to authorize an audit of the Membership andfinancial records at any time by 30 days written notice to the Chair of theSteering Committee.

 

(c)ensure that the fees charged by any Administrative Agent shall be agreed to byvote of the Steering Committee on an annual basis and, in the event suchcharges are on a time and materials basis, the Steering Committee may requirethat a "not to exceed" provision be implemented in any agreement withthe Administrative agent.

 

(d)oversee that any selected Administrative Agent, as approved by the SteeringCommittee, shall collect any money due and belonging to the P2P Working Groupand shall receive and deposit all such money and other valuables in the nameand to the credit of the P2P Working Group with such depositors as the SteeringCommittee may designate, and shall pay all bills and disburse the P2P WorkingGroup's funds as the Steering Committee may direct, and shall prepare and fileany and all state and federal information and tax returns as may be required bylaw.

 

6.8 Chair of the Technical Architecture Committee.

 

Subject to such supervisory powers as theSteering Committee may give to the Chair of the Steering Committee and subjectto the control of the Steering Committee, the Chair of the TechnicalArchitecture Committee shall be the general manager of the technical activitiesof the P2P Working Group and shall supervise, direct, and control the P2P WorkingGroup's technical activities, affairs, and sub-committees. The Chair of theTechnical Architecture Committee shall perform all such other duties as pertainto that office and shall see that all resolutions of the Steering Committee arecarried into effect as they relate to technical matters. In the absence of theChair of the Steering Committee from any meeting of the P2P Working Group'sMembers or the Steering Committee, the Chair of the Technical ArchitectureCommittee shall preside.

 

6.9Chair of the Marketing Committee.

 

Subject to such supervisory powers as theSteering Committee may give to the Chair of the Steering Committee and subjectto the control of the Steering Committee, the Chair of the Marketing Committeeshall be the general manager of the public image activities of the P2P WorkingGroup and shall supervise, direct, and control the P2P Working Group's publicimage activities, affairs, and sub-committees. The Chair of the MarketingCommittee shall:

 

(a)  be thecustodian of the P2P Working Group's public records.

 

(b) keep or cause to bekept, at a place determined by Steering Committee resolution, a record of the P2PWorking Group's Members, showing each member's name, address, and class ofMembership.

 

(c)  keep or causeto be kept, at such other place as the Steering Committee may determine, a bookof minutes of all meetings, proceedings, and actions of the Steering Committee,of sub-committees of the Steering Committee, and of Members' meetings. Theminutes of meetings shall include the time and place of holding, whether themeeting was general, regular, or special and, if special, how authorized, thenotice given, the names of those present at Steering Committee, TechnicalArchitecture Committee and Marketing Committee meetings, and the number ofMembers present or represented at Members' meetings.

 

(d) be responsible forestablishing electronic mail communication with Members, publication ofminutes, agendas, proposals, reports and other documents transmitted by the P2PWorking Group to its Members and listing the action items generated atmeetings. Distribution via email or posting to the P2P Working Group's websiteis acceptable in lieu of hard copy material. The records may be kept inelectronic, disk, or other format so long as a written form may be printed andaccessed.

 

(e)  keep or causeto be kept a copy of the P2P Working Group Bylaws, as amended to date.

 

(f)  give, or causeto be given, notice of all general meetings of Members required by these Bylawsto be given.

 

 

ARTICLE 7 - CONTRACTS AND LOANS WITH OFFICERS

 

7.1.Contracts with Members of the Steering Committee and with Officers.

 

(a)  No member ofthe Steering Committee or Officer of this P2P Working Group, nor of any othercorporation, firm, association, or other entity in which one or more of this P2PWorking Group's Steering Committee members or Officers are directors, officers,or have a material financial interest, shall be interested, directly orindirectly, in any contract or other transaction with the P2P Working Group,unless all of the following conditions have been satisfied:

 

(1) The material factsregarding such member of the Steering Committee's or Officer's financialinterest in such contract or transaction and/or regarding such Steering Committeemember's or Officer's common office holding or financial interest in the otherparty to the contract or transaction, are fully disclosed in good faith and arenoted in the minutes, or are known to all members of the Steering Committeeprior to consideration by the Steering Committee of such contract ortransaction;

 

(2) Suchcontract or transaction is authorized in good faith by a majority of theSteering Committee by a vote sufficient for that purpose without counting thevote or votes of such interested member(s) of the Steering Committee;

 

(3) Prior to authorizingor approving the transaction, the Steering Committee considers and in goodfaith determines after reasonable investigation under the circumstances thatthe P2P Working Group could not obtain a more advantageous arrangement withreasonable effort under the circumstances; and

 

(4) The P2P WorkingGroup enters into the transaction for its own benefit, and the transaction isfair and reasonable to the P2P Working Group at the time the transaction isentered into.

 

(b) Where the number ofSteering Committee members who are disqualified by reason of conflict ofinterest prevents the establishment of a quorum of the entire SteeringCommittee, the decision concerning the contract or transaction shall besubmitted to the Principal Members. The Steering Committee may alsovoluntarily elect to refer such decision to the Principal Membersnotwithstanding the fact that a quorum of the entire Steering Committee wouldbe qualified to vote on the matter. If the conflict of interest involves aPrincipal Member or a representative of a Principal Member, that Member shallabstain from voting on any motion or other action of the Members concerning thecontract or transaction. An approval of the contract or transaction by thePrincipal Members shall be valid and binding upon the P2P Working Group if bothof the following conditions have been satisfied:

 

(1) The material factsregarding such Steering Committee member's or Officer's financial interest insuch contract or transaction and/or regarding such Steering committee member'sor Officer's common office holding or financial interest in the other party tothe contract or transaction are fully disclosed in good faith and are noted inthe minutes of the membership meeting, or are known to all Principal Members,prior to consideration by the Principal Members of such contract ortransaction; and

 

(2) Such contract ortransaction is approved by a majority of the Principal Members in good faith,excluding the vote of any Member required to abstain by reason of the conflictof interest.

 

7.2.Loans to Steering Committee Members or Officers. The P2P Working Group'sshall not make any loan of money or property to, or guarantee the obligation ofany Steering Committee member or Officer.

 

 

 

ARTICLE 8 - RECORDS AND REPORTS

 

8.1Maintenance of Public Records.

 

(a) The P2P Working Group shall keep:

 

(1) Adequate and correct books and records ofaccount;

 

(2) Written minutes ofthe proceedings of its Members, Steering Committee, Technical ArchitectureCommittee and Marketing Committee meetings; and,

 

(3) A record of each Member's name, address andclass of membership.

 

(b) All records may bemaintained electronically, on disk or other format, so long as a written formmay be printed and accessed.

 

8.2Inspection of Membership Records.

 

(a) Unless the P2PWorking Group's provides a reasonable alternative as provided below, any Membermay do either or both of the following for a purpose reasonably related to theMember's interest as a Member:

 

(1)Inspect and copy the records of Members' names, addresses, and voting rightsduring usual business hours on five (5) days' prior written demand on the P2PWorking Group, which demand must state the purpose for which the inspectionrights are requested; or

 

(2) Obtain from theChair of the Marketing Committee of the P2P Working Group, on written demandand tender of a reasonable charge, a list of names, addresses and voting rightsof Members who are entitled to vote for the election of Steering Committeemembers as of the most recent record date for which that list has beencompiled, or as of the date, after the date of demand, specified by the Member. The demand shall state the purpose for which the list is requested. The Chairof the Marketing Committee shall make this list available to the Member on orbefore the later often (10) days after (i) the demand is received or (ii) thedate specified in the demand as the date as of which the list is to becompiled.

 

(b) The P2P WorkingGroup may, within ten (10) days after receiving a demand under this Section,make a written offer of an alternative method of reasonable and timelyachievement of the proposed purpose specified in the demand without providingaccess to or a copy of the Membership list. Any rejection of this offer mustbe in writing and must state the reason that the proposed alternative does notmeet the proper purpose of the demand. If the P2P Working Group reasonablybelieves that the information will be used for a purpose other than onereasonably related to a person's interest as a Member, or if it provides areasonable alternative under this Section, it may deny the Member access to theMembership list.

 

(c) Any inspection andcopying under this Section may be made in person or by the Member's agent orattorney. The right of inspection includes the right to copy and make extracts.

 

8.3Inspection of Accounting Records and Minutes.

 

Onwritten demand to the P2P Working Group, any Member may inspect, copy and makeextracts of the accounting books and records, and the minutes of theproceedings of the Members, the Steering Committee, and sub-committees of theSteering Committee at any reasonable time for a purpose reasonably related tothe Member's interest as a Member. Any such inspection and copying may be madein person or by the Member's agent or attorney.

 

8.4 Maintenance and Inspection of Articles and Bylaws.

 

TheP2P Working Group shall keep the original or a copy of the P2P Working Group'sBylaws, as amended to date, which shall be open to inspection by the Members atall reasonable times during office hours. The Chair of the Marketing Committeeshall, on the written request of any Member, furnish to that Member a copy ofthe P2P Working Group's Bylaws as amended to date.

 

8.5Fiscal Year and Annual Report.

 

(a) The P2P WorkingGroup's fiscal year shall be a calendar year commencing on January 1st andending on December 31st.

 

(b) Anannual report shall be prepared within 120 days after the end of the P2PWorking Group's fiscal year. That report shall contain the followinginformation in appropriate detail:

 

(1) Abalance sheet as of the end of the fiscal year, and an income statement ofchanges in financial position for the fiscal year, accompanied by a report onthem by independent accountants, or, if there is no such report, by thecertificate of an authorized officer of the P2P Working Group that they wereprepared without audit from the books and records of the P2P Working Group.

 

(2) A statement of theplace where the names and addresses of current Members are located.

 

(3) Any information thatis required by Section 8.6.

 

(c) The P2P WorkingGroup shall notify each Member annually of the Member's right to receive afinancial report under this section. On written request by a Member, theSteering Committee shall promptly cause the most recent annual report to besent to the requesting Member.

 

8.6Annual Statement of Certain Transactions and Indemnification.

 

(a) As part of theannual report to all Members, or as a separate document furnished to allMembers within 120 days after the end of the fiscal year if no annual report isissued for that year, the Steering Committee of the P2P Working Group shallprovide a disclosure statement of any transaction or indemnification of anycontract or transaction or series of contracts or transactions between the P2PWorking Group and any Member, Steering Committee member, or officer of the P2PWorking Group or other entity in which any Member, Steering Committee member,or officer of the P2P Working Group holds a financial interest, having a valueor consideration in excess of $50,000; and

 

(b) The statement shall include a briefdescription of the transaction, the names of interested persons involved, theirrelationship to the P2P Working Group, the nature of their interest in thetransaction, and, when practicable, the amount of that interest, provided that,in the case of a partnership in which such person is a partner, only theinterest of the partnership need be stated.

 

 

ARTICLE 9 - INTELLECTUAL PROPERTY RIGHTS

 

9.1 Independent Intellectual Property Rights.

 

All patents, copyrights, or other intellectualproperty owned or created by any Member outside the P2P Working Group or itswork shall remain the property of that Member and ownership and rightsthereunder shall not be affected in any way by the Member's participation inthe P2P Working Group.

 

9.2 Non-Confidentiality Of Presented Material.

 

All material presented to the P2P Working Group,including its various committees, shall be deemed of a non-confidential natureand hence for public distribution; provided, however, that if certain specialactivities of the P2P Working Group are best determined to be conducted underobligations of confidentiality, participation in that activity can be madecontingent upon the execution of an agreement restricting public disseminationof information concerning the activity until such future time as may bespecified in the agreement.

 

 

ARTICLE 10 - DISCLAIMER OF WARRANTIES

 

TheP2P Working Group and its Members, Steering Committee members, officers, agentsand representatives make no express or implied warranty as to any matterwhatsoever, including the conditions of the research or any invention orproduct, whether tangible or intangible, made or developed by the P2P WorkingGroup or in the course of its activities, or the ownership, merchantability, orfitness for a particular purpose, or any research, invention, product, orsubmission, and all such matters are presented ''as is". This provisionshall survive resignation, expulsion or cessation of business of any member ordissolution of the P2P Working Group.

 

 

ARTICLE 11 - DISTRIBUTION OF PROPERTY ON DISSOLUTION

 

11.1.Return of Certain Property to Members.

 

In the event of dissolution of the P2P WorkingGroup, any property in the possession of the P2P Working Group which is beingheld subject to a valid condition requiring the return of such property ondissolution to the Member who is the lawful owner of such property , shall bereturned to such Member not later than the time when the assets of the P2PWorking Group are distributed pursuant to Section 11.2 of these Bylaws.

 

11.2.Distribution of P2P Working Group Assets.

 

Except for distributions required by Section11.1 above, all of the assets of the P2P Working Group, if any, remaining afterpayment of all P2P Working Group's debts, obligations and expenses, shall bedistributed to either an entity which qualifies under Section SOI(c)(6) of the Internal Revenuecode of 1986, as amended (or any successor provision in any future FederalIncome Tax law) and which has substantially similar purposes as this P2PWorking Group, or to an entity which qualifies under Section 501(c)(3) of theInternal Revenue Code, as amended ( or any successor provision in any futureFederal Income Tax Law). The selection of a recipient of the P2P WorkingGroup's assets shall be made by the Steering Committee.

 

 

ARTICLE 12 - CONSTRUCTION AND DEFINITIONS

 

12.1General Definitions.

 

Unless the context requires otherwise, themasculine gender includes the feminine and neuter, the singular includes theplural and the plural includes the singular, and the term "person"includes both a legal entity and a natural person. All references in theseBylaws to a certain number of days shall mean calendar days.

  

12.2Definition of "Majority".

 

All references to"majority" shall mean an amount which is more than fifty percent(50%). For example, where the vote of a majority of members is required forpassage of an act, a "majority" would be that number of members whichis greater than fifty percent (50%).

 

 

ARTICLE 13 - EFFECTIVE DATE AND AMENDMENTS

 

13.1  Effective Date.

 

These Bylaws shall become effective immediatelyupon their adoption. Amendments to these Bylaws shall become effectiveimmediately upon their adoption unless, at the time of adoption, the amendmentis declared to become effective at a later date or only upon the occurrence ofa specified event.

 

13.2Amendments.

 

(a) These Bylaws may beamended or repealed and new Bylaws adopted by the vote of the majority of themembers of the Steering Committee then in office upon proper notice, unless theaction would result in any of the following circumstances, in which event theamendment or repeal must be approved by the Principal Members:

 

(1)Materially and adversely affect the rights of Members as to voting,dissolution, redemption, or transfer;

 

 

(2)Establish an authorized number of Members for any class of membership and, ifestablished, to increase or decrease the authorized number for any class;

 

(3) Effect an exchange, reclassification orcancellation of all or a part of the memberships; or

 

(4) Authorize a new class of membership.

 

(b) Bylaws affecting the following may be adopted,amended or repealed only by the affirmative vote of a majority of the votesrepresented and voting at a duly held meeting of the Principal Members at whicha quorum is present, or by written ballot:

 

(1)Any amendment that would result in any of the circumstances described inParagraphs (1) through (4) of Section 13.2 above or any of the circumstancesthat would affect the class of Principal Members;

 

(2) A Bylaw specifyingor changing the maximum or minimum number of Steering committee members;

 

(3) A Bylaw increasing the term of office ofSteering Committee members;

 

(4) A Bylaw increasing the quorum of Members.

 

 

ARTICLE 14 - LAWS

 

Notwithstandinganything contained in these Bylaws to the contrary, these Bylaws shall apply toMembers of the P2P Working Group and shall be interpreted in a mannerconsistent with all federal and state laws with the California state law tooverride in any case of state jurisdictional dispute.