BY-LAWS for the INTERNATIONAL FIDONET ASSOCIATION DEFINITIONS: The following terms have meanings as follows for all purposes of these By-Laws and Articles of Association: IFNA: International FidoNet Association. IFNA NETWORK: The current set of systems which have been certified as FidoNet compatible and conform to policies established by the Board of Directors. IFNA NODELIST: The list of nodes active in the IFNA NETWORK, prepared by the IFNA Vice President - Technical Coordinator. PUBLIC ACCESS: A system that has a telephone number published in the IFNA Nodelist, and in addition provides services to the public. ANNUAL MEETING: A yearly meeting of all members of IFNA with the expressed purpose of conducting business requiring the membership to vote. The Vice President, in conjuntion with the Membership Services Committee, shall arrange for and coordinate all activities leading up to and the conduct of this meeting. ENDORSED: A physical, hand-written, verifiable signature of a member or such equivalent as shall be specified by the Board of Directors. BALLOT: A paper listing of all candidates for office and issues requiring a vote, or such equivalent as shall be specified by the Board of Directors. ALTERNATE: A member of IFNA who is designated by a director. The responsibilities of the ALTERNATE include, but are not limited to acting as a replacement for the director in any instance of the director's absence. CHAIR: The person elected by the members of the Board of Directors, or a committee, to be responsible for the overall conduct of meetings of the body that elected the CHAIR. BY-LAWS: 1. The following membership categories are established: a) Regular Member. To be eligible, an applicant: must be the system operator in good standing of a PUBLIC ACCESS node; must have paid any dues required; is entitled to one vote. b) Associate Member. Any person who is not eligible to be a Regular Member, but who is interested in electronic communications, is eligible to be an Associate Member by paying required dues. Associate Members have all of the rights of a Regular Member except the right to vote. c) Commercial Member. Any entity using the IFNA NETWORK for the conduct of any business is eligible to be a Commercial Member by paying required dues. Any Commercial Member also satisfying the requirements to be a Regular Member shall be entitled to vote. d) Honorary Member. The Board of Directors may award Honorary Member status to any entity. Honorary Members have all of the rights of a Regular Member except the right to vote. e) Life Member. Any member may become a Life Member by paying the required dues. 2. Applications for membership shall be submitted to the Secretary. In the case of any applicant whose character, reputation or conduct might make him an undesirable member, the Secretary shall refer the application to the Executive Committee for review; in all other cases, the Secretary shall have the authority to grant membership. 3. The Secretary shall notify members of the expiration of their membership not less than thirty days prior to expiration. In determining membership status, memberships renewed within thirty days of expiration shall be regarded as continuous. 4. Dues shall be set by the Board of Directors, and be payable in advance. For members outside the United States, the Executive Committee shall assess such additional costs as may be required for destinations outside the United States. 5. Every member of the Board of Directors shall: serve and continue in office until their successor shall have been elected; serve on at least one standing committee. 6. All officers and directors shall serve without compensation in any form. 7. No person shall be an officer or director unless they qualify under all applicable statutes. 8. The members of the Board of Directors shall be one director from each of the several voting divisions of IFNA (Divisional Directors) and an equivalent number of directors elected from the membership (At-large Directors). At the first meeting of the Board of Directors they will elect a CHAIR who shall preside over all meetings of the Board. 9. The directors shall keep themselves informed as to conditions and activities of their constituents and as to the needs and desires of the members therein in order that they may faithfully and intelligently represent the true interests of such members. All directors shall attend all meetings of the Board. At least sixty days prior to each annual meeting of the Board of Directors each Divisional Director shall file with the Secretary a written report on the status of the affairs of IFNA in that division, together with a statement of their recommendations as to any actions required for the effective administration of the objectives and affairs of IFNA. 10. On any date not later than noon of the 120th day prior to the ANNUAL MEETING, nomination petitions ENDORSED by ten or more voting members and naming a member as a candidate for director, may be filed with the Secretary. The Nominations and Elections Committee shall solicit such petitions at least 180 days prior to the ANNUAL MEETING in FidoNews in each election year by a notice that will show the name of the incumbents. 11. The Nominations and Elections Committee shall delete the name of any nominee who may be ineligible for election and the name of any who may withdraw by written communication. The remaining names shall be listed on a ballot, in alphabetical order. If there be but one eligible nominee, the Nominations and Elections Committee shall declare him elected without balloting by the membership. If there be more than one eligible nominee, then at least 45 days prior to the ANNUAL MEETING the Secretary shall send by mail to every voting member, and publish in FidoNews, a ballot listing the candidates for director. The ballot shall contain a copy of the current voting rules. 12. Mail BALLOTS, to be counted, shall reach the Secretary not later than the start of the ANNUAL MEETING. 13. The Nominations and Elections Committee shall arrange to have a certified public accountant receive and collate all mail BALLOTS received prior to the ANNUAL MEETING, and to be responsible for the receipt, tabulation and verification of all BALLOTS cast before the close of voting. The certified public accountant shall present and certify the results of the balloting. 14. A director position shall be declared vacant by the Board of Directors if: a) there be no eligible nominee for that director position; b) a director is no longer able or willing to fulfill the responsibilities of that position and has not appointed an ALTERNATE. 15. All vacant director positions will be filled by appointment of the Board of Directors for the remainder of the term. 16. Each director shall designate in writing within 30 days after the election an eligible ALTERNATE. Failure to comply shall cause the ALTERNATE position to be declared vacant by the Board of Directors. 17. A director shall be elected in each even-numbered year for each even-numbered division and an equal number of At-large directors and in each odd-numbered year for the remaining director positions. The term of each director shall be for two years. The terms of all directors shall begin as soon as the results of the election are declared official by the Secretary. 18. A recall petition shall be presented to the Secretary not later than 180 days prior to the end of the Director's term. A valid petition shall contain the signatures of not less than 10 percent of the number of voting members represented by that director. Upon certification by the Executive Committee that the petition is valid, the Secretary shall prepare a ballot asking the single question, "Shall the Director be recalled, yes or no". These ballots shall be mailed to all voting members represented by that director accompanied by the current voting rules. If a majority of the votes cast are for recall, then the office of director shall be declared vacant. No director shall be subject to more than one recall during a single term of office. 19. The annual meeting of the Board of Directors shall be held at a location near the place of business designated in the Articles of Association on the third Friday of February of each year. The places of additional meetings shall be designated by the Chair of the Board and notified by the Secretary. The times and places of the meetings may be changed provided that specific provision is made by: a) majority vote of the directors at the preceding meeting or b) majority vote of the directors by mail initiated by the Executive Committee or on petition of at least five directors, such mail vote to be taken at least 45 days prior to the date proposed for the meeting. 20. Special meetings of the Board of Directors may consider or act upon only those matters which are set out in the request. The call for any such meeting shall specify the matters to be considered. 21. A majority of the members of the Board of Directors or of any committee shall constitute a quorum at any meeting of the Board or Committee. 22. Prior to any meeting of the Board of Directors, the Secretary, upon consideration of the reports of the officers and directors, shall establish an agenda for the meeting. Proposals for amendment of the agenda or for the deletion or addition of items shall be the first order of business. 23. On questions of order and procedure not otherwise determined by these By-Laws the provisions of the current edition of Robert's Rules of Order shall prevail. 24. The following voting divisions are established: Division 2 Europe, Africa Division 10 USA: CA NV Division 11 USA: IL IN KY MI OH WI Canada: ON PQ PEI NS NB Division 12 USA: HI Asia, Australia, Antartica Division 13 USA: DE DC MD NJ NY PA VA Division 14 USA: IA KS MN MO NB ND SD Division 15 USA: AZ CO NM UT WY Division 16 USA: CT ME MA NH RI VT Division 17 USA: AK ID MT OR WA Canada: BC ALB SSK Division 18 USA: AL FL GA MS NC SC TN Division 19 USA: AR LA OK TX South America, Mexico, Central America 25. The President shall, subject to instruction from the Board of Directors and with the assistance of the Vice President, represent IFNA in its relationships with the public and the various governments, governmental agencies and officials with which IFNA may be concerned and shall be the official spokesperson of IFNA in regard to all matters of IFNA policy. 26. In the absence or disability of the President, the Vice-President shall assume the duties of the President. 27. The Secretary shall: a) record the proceedings of all meetings of the Board and of the Executive Committee; b) promptly furnish copies of the minutes of these meetings to all officers and members of the Board; c) publish such minutes in FidoNews; d) be responsible for the maintenance of the corporate status of IFNA and the filing of all reports and certificates which may be required of IFNA under the corporation laws of the State of Missouri; e) be the archivist of IFNA; f) maintain the corporate membership and voting records of IFNA; g) perform other duties as described in applicable By-Laws. h) To the extent that may from time to time be required by law, the Secretary shall act as agent for the service of process but only while present in the State of Missouri and is not authorized to accept service of process elsewhere. 28. The Treasurer shall: a) be the recipient of all monies of IFNA and shall deposit the same in the name of IFNA in a depository specified by the Board of Directors; b) sign checks drawn by the President in payment of obligations known by him to be proper and authorized; c) make a report at the annual session of the Board of Directors and attend meetings of the Board; d) furnish bond satisfactory to the Board, the expense of such bond to be borne by IFNA; e) be ex-officio a member of the Administration and Finance Committee provided for in By-Law 31; f) make quarterly financial statements to the Adminstration and Finance Committee; g) on consultation with and subject to the general supervision of the Administration and Finance Committee, invest and reinvest the surplus funds of IFNA in any bonds or stocks or other securities as would be selected by a trustee with the care of a prudent investor. 29. The Vice President - Technical Coordinator shall: a) be responsible for maintenance and distribution of the master NODELIST; b) creation and distribution of the weekly update file for the master NODELIST; c) ensuring the smooth operation of the IFNA NETWORK as prescribed by the Board of Directors; d) serve as a member of the Technical Standards Committee. 30. Standing committees: a) The following standing committees are established: þ Administration and Finance þ Executive Committee þ Nominations and Elections þ By-Laws and Rules þ Technical Standards þ Publications þ International Affairs þ Membership Services b) Each standing committee shall include among its members at least one director. Additionally, the Treasurer shall serve as a member of the Administration and Finance Committee. Appointments of all standing committee members shall be made by the President at the Annual Meeting and shall be for a term of one year. The Chair of the Board shall designate the chair of each committee. Standing committees shall make written reports at least 30 days prior to each regular meeting of the Board of Directors. Standing committees may originate studies in their fields and may generate recommendations to the Board on their own initiative. 31. The Administration and Finance Committee: a) Reviews IFNA management performance and effectiveness, including IFNA finances, on a continuing basis. b) On an annual basis, reviews the operating budget prepared by the Treasurer for the coming year and, after approval, forwards to the Board of Directors for ratification at least 30 days prior to the beginning of the fiscal year. c) Reviews intermediate and long term budgetary projections as prepared by the Treasurer and makes appropriate recommendations to the Board of Directors. d) Makes recommendations to the Board in connection with audit and tax matters, and acts as a Board audit committee. e) Is reponsible to the presentation of an annual financial report which shall be presented to the Board and the Membership. f) Makes recommendations to the Board and the President in areas of staff management, procedures and renumeration. g) Acts as advisor to and supervisor of the Treasurer in regard to the investment of IFNA's funds. 32. The Membership Services Committee performs studies and makes recommendations to the Board, and acts as advisor to the President, with regard to services provided to individual members, other than publications and including, but not limited to the ANNUAL MEETING. 33. The Publications Committee performs studies and makes recommendations to the Board, and acts as advisor to the President, with regard to IFNA's publications, including FidoNews. 34. The Nomination and Elections Committee shall be responsible for: a) finding and qualifying candidates; b) reviewing voting procedures and recommending modifications as necessary; c) performs other duties as described in applicable By-Laws. 35. The By-Laws and Rules Committee shall be responsible for review and any suggestion of changes to these by-laws. 36. The Technical Standards Committee shall be responsible for: a) Providing a rigorous definition of FidoNet and all FidoNet protocols sufficient to implement a compatible electronic mail system. b) Providing IFNA the means to determine whether a system is compatible with FidoNet. This will allow IFNA to list compatible systems so Sysops may decide which system to install. c) Producing and enhancing standards for: þ Data Transmitted þ Connection þ Protocols þ Nodelist þ Routing 37. The International Affairs Committee shall monitor the conduct of international liaison by IFNA staff. They shall initiate recommendations for IFNA representation at international meetings. They shall encourage the growth and strengthening of IFNA, its member societies and telecommunications worldwide. They shall coordinate and monitor planning and strategy for improving international telecommunications. 38. The Executive Committee shall be responsible for: a) Monitoring progress of the Board actions and recommendations in order to see that they are expeditiously accomplished. b) Monitoring expenditures for legal assistance. c) Providing assistance to the staff and general counsel in connection with Board recommendations for petitions to the Federal Communications Commission and other governmental agencies. d) Evaluating for the Board proposed rules and regulatory changes. 39. There shall be an official publication maintained by IFNA, in the form of a weekly journal, the name of which shall be FidoNews. A copy of this journal shall be available each week to every member of IFNA in good standing. The general management of this journal shall be in the hands of the President. The policy of the journal shall be determined by the Board of Directors. 40. These By-Laws may be amended or changed by majority vote of the membership during any election. To get the amendment or change included on the ballot, text of the proposal must be received by the Secretary at least 60 days prior to the scheduled date of the election. 41. Without changing their import, the Secretary may from time to time, on notice to the members of the Board of Directors, renumber these By-Laws so as to serve the purpose of ready reference. References in these By-Laws to Articles shall be corrected, when necessary, by the Secretary to conform to the renumbered Articles. Fido and FidoNet are trademarks of Fido Software.