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BYLAWS OF ASP, INC. Ratified by the membership on June 26, 1987; amended on October 29, 1987. ARTICLE 1: Object of Corporation Section 1. This Corporation is created by its Members for the following purposes: 1 ASP, the Association of Shareware Professionals, was formed in April 1987 to strengthen the future of shareware (user supported software) as an alternative to commercial software. Its members, all of whom are programmers who subscribe to a code of ethics, are committed to the concept of shareware as a method of marketing. ASP's primary goals are: o To inform users about shareware programs and about shareware as a method of distributing and marketing software; o To encourage broader distribution of shareware through user groups and disk dealers who agree to identify and explain the nature of shareware; o To assist members in marketing their software; o To provide a forum through which ASP members may communi- cate, share ideas, and learn from each other; and o To foster a high degree of professionalism among share- ware authors by setting programming, marketing and support standards for ASP members to follow. Section 2. The purpose of the Corporation may not be altered except as an amendment to these bylaws, which shall require a two-thirds majority vote at an annual or special meeting of the Membership. Section 3. The Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to its Members and is organized solely for non-profit purposes. The property, assets and profits and net income of the Corporation are irrevocably dedicated to the purposes set forth in Section 1 hereof, and no part of its profits or income shall ever inure to the benefit of any Director, Officer or Member thereof or to the benefit of any private person. ARTICLE 2: Membership Section 1. The Membership of the Corporation shall consist of those persons who have signed the Certificate of 2 Incorporation as incorporators together with all persons who are hereafter received in or elected to Membership as hereinafter provided. Section 2. The criteria for Membership in the Corpora- tion shall be: (a) That the Member, in the judgment of the Board of Directors, is a shareware professional, as that term may be defined by the Board of Directors after consultation with the Membership. (b) That the Member pay and remain current in the payment of dues, fees and assessments. (c) That the Member agrees to abide by and continues to abide by the published standards of the Corporation for the development and distribution of shareware. Section 3. The criteria for Membership in the Corpora- tion may not be altered except as an amendment to these bylaws, which shall require a two-thirds majority vote at an annual or special meeting of the Membership. Promulgation or amendment of standards shall require a two-thirds majority vote at an annual or special meeting of the Membership. Section 4. A Member shall be dismissed from Membership upon the failure of the Member to meet any Membership criterion. It shall be the obligation and responsibility of each Member to advise the Board of Directors if the Member no longer qualifies as a Member. The procedure for dismissal shall be as follows. If the Board of Directors determines that there is reasonable cause to believe that the Member fails to meet any Membership criterion, it shall provide notice of such failure to the Member. The Member shall have 15 days from the date notice is given to respond to such notice. Following the Member's response, if any, the Board of Directors shall make a factual determination and shall take such action with regard to Membership as it, in its sole discretion, deems to be required. Section 5. A Member may resign from Membership at any time and shall be required to do so if such Member is not able to or does not wish to comply with Membership requirements. Section 6. The Board of Directors may establish a Membership committee to which it may delegate any responsibility which the Board of Directors may have regarding Membership. A Member may appeal to the full Board from any adverse decision of the Membership committee. Section 7. Dues, fees and assessments shall be estab- 3 lished, and may be modified from time to time, by majority vote of the Membership at any meeting. Article 3: Government Section 1. The general management of the affairs of the Corporation shall be vested in the Board of Directors, who shall be elected as provided in the bylaws. A Member of the Board of Directors must be a Member of the Corporation. Section 2. There shall be six (6) Members of the Board of Directors. Section 3. The term of office of each Member of the Board of Directors shall be two (2) years commencing on January 1 following the date of election. Section 4. Members of the Board of Directors shall be eligible for reelection. Article 4: Meetings of Members Section 1. Continuous meetings of the Members of the Corporation shall take place on an electronic forum such as Compuserve or such other forum as may be selected by the Board of Directors after consultation with the Membership. Wherever in these bylaws the Board of Directors is required to consult with the Membership, it shall be sufficient if the Board consults with the Membership electronically in such continuous meeting. No votes may be taken at such continuous meetings, other than unofficial votes for the Board to obtain the sense of the Membership and other than votes under the provisions for special meetings set forth below. Section 2. Annual meetings of the Members of the Corporation shall be held once each year on a date to be fixed by the Board of Directors not later than ninety days after the 1st day of January of each year. Final and official notice of the time and place of the annual meeting shall be provided to each Member not less than ten nor more than fifty days prior thereto and shall specify the matters to be discussed and voted upon at such special meeting. No business may come before a special meeting which is not so specified. Members may be present at an annual meeting in person or by written or electronic proxy. The Board of Directors may establish a procedure to permit Members who are not physically present to participate in the annual meeting by electronic means. 4 Section 3. Special meetings of the Members of the Corporation may be called from time to time by the Board of Directors, or by at least 10% of the Membership acting in concert, or by at least 15 Members acting in concert. Members shall be deemed to have acted in concert for purposes of the preceding sentence if they have provided written notice to the Secretary of the request for a special meeting, such request to specify the matters to be addressed at such meeting. Notice of the time and place of a special meeting shall be provided to each Member not less than three nor more than twenty-one days prior thereto and shall specify the matters to be discussed and voted upon at such special meeting. No business may come before a special meeting which is not so specified. Special meetings shall be conducted electronically and shall be chaired by the President of the Corporation pursuant to the procedure set forth in Article 5. Section 4. At any meeting of the Members, each Member shall have one vote, except that Members of the Board of Direc- tors shall not have the right to vote on matters concerning the exercise of their functions. Section 5. At all meetings, a quorum shall consist of those persons who have cast their votes at such meeting. Section 6. Action at any meeting of Members may be taken by a simple majority vote of a quorum, except as to any require- ments for a super-majority vote specifically set forth in these bylaws. Section 7. Members who are unable to attend an annual meeting may send in a written or electronic proxy to the Secre- tary on the matters on the agenda, appointing the Board of Directors to cast votes for such Member in a manner specified in such proxy. Section 8. The President shall chair all meetings. In the absence of the Prsident, the chair shall pass to the remain- ing Officers of the Corporation, in the order they are named in Article 7. The meetings shall be governed by Roberts Rules of Order, Revised (1979 edition) except where, in the opinion of the chair, a limitation or enhancement of electronic conferencing makes certain of those rules either unworkable or unnecessary. Section 9. Any resolution which is defeated at any meeting may not be reintroduced or placed on the agenda for any meeting within six (6) months following defeat of such resolu- tion. Article 5: Procedure for Special Meetings 5 Section 1. Special meetings shall take place on a continuing daily basis via computer telecommunications on a bulletin board system ("BBS") chosen by the Board of Directors. Section 2. Only the Chairman of the Board of Directors or the President may call for an end of discussion and for a vote on a proposal and such call shall constitute the beginning of the "voting period". Section 3. Each Member shall have one vote, except that Members of the Board of Directors shall not have the right to vote on matters concerning the exercise of their functions. Section 4. A proposal shall be open for voting until either accepted or rejected by a simple majority of a quorum of the Membership or until the voting period has expired, except as to any requirements for a super-majority vote specifically set forth in these bylaws. Section 5. The voting period shall be a minimum of 48 hours. If less than one-third of the Membership has voted within such period, then the voting period shall be extended until one- third of the Membership has voted or 168 hours have elapsed from the beginning of the voting period, whichever comes first. Section 6. A proposal shall be accepted or rejected based on a simple majority of the votes of the quorum, except as to any requirements for a super-majority vote specifically set forth in these bylaws. Section 7. In lieu of voting on the BBS, a Member may send in a written vote to the Secretary and it shall be counted if received during the voting period. Section 8. Should the BBS which is normally used for meetings be unavailable to the general Membership for 6 or more continuous hours during the voting period, the voting period shall be extended for an additional 24 hours. Article 6: Election of Directors and Officers Section 1. The Directors of the Corporation shall be elected at a special meeting which shall be called by the Secretary of the Corporation not later than September 1 of each year. The term of office shall be as set forth in Article 3, Section 3. Notwithstanding the foregoing, at the first election of the Board of Directorys by the Membership, the three Directors with the greatest number of votes shall serve for a period com- mencing with the date of election and ending with the third Janu- ary 1 following election, and the three Directors with the least number of votes shall serve for a period commencing with the 6 date of election and ending with the second January 1 following election. Section 2. The Members of the Board of Directors shall elect a Chairman of the Board of Directors at any meeting of the Board. The duties of the Chairman shall be to chair all meetings of the Board of Directors and to provide guidance and leadership for the Corporation and its Membership. Section 3. If a vacancy occurs among the Board of Directors, the Secretary of the Corporation shall call a special meeting for the purpose of filling the vacancy. Section 4. Following the election of Directors, the Directors shall elect from the Members a President, a Vice- President, a Secretary and a Treasurer, who shall serve at the pleasure of the Board of Directors. Section 5. If a vacancy occurs among the Officers, the vacancy shall be filled by the the Board. Article 7: Duties of Officers Section 1. The President shall preside at all meetings of the Corporation and shall have the right to vote at such meetings. In the case of a tie the President shall have the power to cast two votes to break the tie. The President and the Secretary shall sign the record of meetings and shall act as the chief executive Officer of the Corporation. The President may establish committees and shall appoint chairmen of such commit- tees. The President shall act as chief executive Officer of the Corporation, coordinate the activities of the Officers and the committees and shall provide guidance and leadership in the day- to-day operation and functioning of the Corporation. Section 2. In the absence of the President, the Vice- President shall perform the President's duties. Section 3. The Secretary shall keep the minutes of all meetings of the Members and of the Board of Directors, shall keep a register of the Members, and shall provide notices of meetings of the Members. Section 4. The Treasurer shall keep accurate books of account, prepare and present periodic operating statements and balance sheets to the Board of Directors, and deposit and withdraw funds of the Corporation under the direction of the Board of Directors. Article 8: Duties and Powers of the Board of Directors 7 Section 1. The Board of Directors shall have general charge and management of the affairs, funds and property of the Corporation. They shall have full power and it shall be their duty to carry out the purposes of the Corporation according to its charter and bylaws; to determine whether the conduct of any Member is detrimental to the welfare of the Corporation and to fix the penalty for such misconduct or any violation of the charter or bylaws; to employ personnel for the carriying out of the Corporation's objectives; and to make the rules for the conduct of the Members. Section 2. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Members of the Board consent in writing to the adoption of a resolution authorizing the action. Section 3. Meetings of the Board may be called and governed in such manner as the Board may from time to time determine. Section 4. All action of the Board shall be taken by majority vote of a quorum. A quorum of the Board shall consist of four Members of the Board. Article 9: Indemnification; Insurance Section 1. The Corporation shall indemnify and hold harmless from all costs and expenses (including reasonable attorneys fees) of any person who was or is an elected or appointed Officer or director of the Corporation and is threa- tened to be or has been made a party to an action, claim, or other proceeding arising out of such person's performance, purported performance, or failure to perform, any duties on behalf of the Corporation. Such indemnification shall not extend to liabilities arising out of a person's gross negligence, misfeasance or willful misconduct. Section 2. The Board of Directors is authorized to obtain Directors and Officers liability insurance to shield such persons from liability for all costs, expenses and attorneys fees arising out of the conduct of their duties as Directors and Officers, except for liabilities arising out of their gross negligence, misfeasance or willful misconduct. Article 10: Dissolution Section 1. The Corporation can be dissolved only upon a two-thirds majority vote of a quorum present at any meeting. On dissolution or winding up of the Corporation its assets remaining 8 after the payment of, or provision for the payment of, all debts and liabilities shall be distributed to a non-profit fund, foundation or Corporation which is organized and operated exclusively for educational or charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time. If the Corporation holds any assets outside the state of its inCorporation they shall be disposed of in such manner as may be necessary by a decree of a court of competent jurisdiction in accordance with the laws of such jurisdiction Article 11: Notices and Communications Section 1. All notices or communications required or permitted hereunder may be mailed through the United States Post Office or by electronic means to their last known addresses as shown in the records of the Corporation, and proof of such mailing by return receipt or electronic acknowledgment shall constitute presumptive evidence of such mailing thereof. Article 12: Amendments Section 1. These bylaws may be amended only by a two- thirds majority vote of a quorum present in person or by proxy at an annual or special meeting of the Corporation, provided that notice of the purport of any proposed amendment has been stated in the call for the meeting. The Secretary shall be required to provide notice of any such amendment if any Member so requests at least five days prior to the mailing of notices. Article 13: Fiscal Year Section 1. The fiscal year of the Corporation shall be as determined by the Board of Directors. 9