CORPORATE BYLAWSOFCONNECTIVITY STANDARDS ALLIANCE(a nonprofit mutual benefit corporation)

TABLE OF CONTENTS
PAGE
Article I
1.1
1.2

Offices.............................................................................................................. 1
Principal Office ................................................................................................ 1
Other Offices .................................................................................................... 1

Article II
2.1

Purposes .......................................................................................................... 1
Purposes ........................................................................................................... 1

Article III
3.1
3.2

3.5
3.6
3.7

Membership .................................................................................................... 2
Classes of Membership .................................................................................... 2
Membership Qualifications .............................................................................. 2
3.2.1
Qualifications for Participants/Adopters/Associates/Non-Profits and Other Non-Promoter Members .......................... 2
3.2.2
Qualifications for Promoters .......................................................... 3
3.2.3
Membership Agreements ............................................................... 3
Fees, Dues and Assessments ............................................................................ 3
Termination of Membership ............................................................................ 4
3.4.1
Resignation .................................................................................... 4
3.4.2
Expiration and Disqualification ..................................................... 4
3.4.3
Dues and Assessments ................................................................... 4
3.4.4
Termination of the Member Agreements ....................................... 4
Non-Liability.................................................................................................... 4
Transferability .................................................................................................. 4
Distribution of Assets Upon Dissolution ......................................................... 5

Article IV
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12

Membership Meetings ................................................................................... 6
Place of Meetings ............................................................................................. 6
Regular Meetings ............................................................................................. 6
Special Meetings .............................................................................................. 6
Notice of Meetings ........................................................................................... 6
Adjourned Meetings......................................................................................... 6
Quorum ............................................................................................................ 7
Voting .............................................................................................................. 7
Action Without Meeting by Written Ballot ..................................................... 7
Proxies.............................................................................................................. 7
Conduct of Meetings ........................................................................................ 7
Electronic Communications ............................................................................. 7
Electronic Meetings ......................................................................................... 8

Article V
5.1
5.2

Board of Directors.......................................................................................... 8
Powers .............................................................................................................. 8
Number and Composition of Board of Directors ............................................. 8

3.3
3.4

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PAGE
5.3

5.4
5.5
5.6
5.7
5.8
5.9
5.10
5.11
5.12
5.13
5.14
5.15
5.16
5.17
5.18

5.19

5.20
Article VI
6.1
6.2
6.3

Alternate Directors ........................................................................................... 9
5.3.1
Alternate Directors; Voting............................................................ 9
5.3.2
Role of Alternate Director ............................................................. 9
5.3.3
Application of Bylaws ................................................................... 9
Observers and Invitees ..................................................................................... 9
Restrictions on Eligibility to Serve as a Director; Control Groups ................. 9
Vacancies ....................................................................................................... 10
Regular Meetings ........................................................................................... 10
Special Meetings ............................................................................................ 10
Notice of Meetings; Attendance .................................................................... 10
Consent to Meetings ...................................................................................... 10
Action Without Meeting ................................................................................ 10
Telephonic/Electronic Meetings .................................................................... 11
Quorum and Vote ........................................................................................... 11
Adjournment .................................................................................................. 11
Fees and Compensation ................................................................................. 11
Indemnity for Litigation ................................................................................. 11Standard of Conduct ...................................................................................... 12
Self-Dealing Transactions .............................................................................. 125.18.1
Membership Approval ................................................................. 125.18.2
Board or Committee Approval..................................................... 125.18.3
Just and Reasonable Contract ...................................................... 13
Resignation and Removal .............................................................................. 13
5.19.1
Resignation .................................................................................. 13
5.19.2
Removal ....................................................................................... 13
Advisory Board .............................................................................................. 13

6.4
6.5
6.6
6.7
6.8
6.9

Officers .......................................................................................................... 13
Officers .......................................................................................................... 13
Election .......................................................................................................... 14
Removal and Resignation .............................................................................. 14
6.3.1
Removal ....................................................................................... 14
6.3.2
Resignation .................................................................................. 14
Vacancies ....................................................................................................... 14
Chairperson of the Board ............................................................................... 14
Vice-Chairperson of the Board ...................................................................... 14
President and Chief Executive Officer .......................................................... 15
Treasurer ...................................................................................................... 15
Secretary ........................................................................................................ 15

Article VII
7.1

Committees and Working Groups ............................................................. 15
Appointment of Committees .......................................................................... 152838405

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7.2
7.3
7.4
7.5
7.6
7.7

Powers and Authority of Committees ............................................................ 15
Executive Committee ..................................................................................... 16
Marketing Committee .................................................................................... 17
Legal Committee ............................................................................................ 18
Working Groups............................................................................................. 18
Compensation ................................................................................................ 18

Article VIII
8.1
8.2
8.3
8.4

IPR Policy and Approval of Specifications ................................................ 18
General ........................................................................................................... 18
Modifications to the IPR Policy ..................................................................... 18
Application of Modified IPR Policy .............................................................. 19
Approval of Specifications ............................................................................ 19

Article IX
9.1
9.2
9.3
9.4
9.5
9.6
9.7
9.8
9.9
9.10

Miscellaneous................................................................................................ 19
Fiscal Year ..................................................................................................... 19
Inspection of Corporate Records ................................................................... 19
Representation of Shares of Other Corporations ........................................... 20
Checks, Drafts, Etc. ....................................................................................... 20
Execution of Contracts ................................................................................... 20
Corporate Loans, Guarantees and Advances ................................................. 20
Inspection and Disclosure .............................................................................. 20
Not for Profit Status ....................................................................................... 20
Forms of Notice ............................................................................................. 20
Severability .................................................................................................... 20

Article X
10.1
10.2

Effective Date and Amendment .................................................................. 21
Effective Date ................................................................................................ 21
Amendments .................................................................................................. 212838405-iii-

CORPORATE BYLAWSOFCONNECTIVITY STANDARDS ALLIANCE(a nonprofit mutual benefit corporation)

ARTICLE I
OFFICES
1.1
Principal Office. The principal office of the Corporation shall be located at suchlocation within the State of California as the Board of Directors so prescribes. The principal
office may be changed from time-to-time to another location within the State of California by the
Board of Directors.
1.2
Other Offices. Branch or subordinate offices may at any time be established by
the Board of Directors at any place or places where this Corporation is qualified to do business.

ARTICLE IIPURPOSES
2.1
Purposes. The Corporation is a non-profit mutual benefit corporation formed tocreate, evolve and promote universal, open, global standards for wireless device-to-device
communications for the Internet of Things (IoT).
The purposes for which the Corporation is organized are to:(a)Bring about the existence of a broad range of interoperable consumer andindustrial devices by establishing open industry specifications for unlicensed, untethered,peripheral, control and entertainment devices;(b)
Provide a forum and environment whereby the Corporation’s Members may
meet to approve suggested revisions and enhancements that evolve the relevant
specifications; make appropriate submissions to established agencies and bodies with the
purpose of ratifying these specifications as an international standard; and provide a forum
whereby users may meet with developers and providers of related products and services to
identify requirements for interoperability and general usability;(c)
Educate the business and consumer communities as to the value, benefits
and applications for universal, open, global standards for wireless communications for the
IoT through public statements, publications, trade shows demonstrations, seminarsponsorships and other programs established by the Corporation;

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Page 1 of 21(d)Protect the needs of consumers and increase competition among vendors bysupporting the creation and implementation of uniform, industry-standard certification test
procedures and processes which assure the interoperability of wireless products andservices using the Corporation's standards;(e)
Maintain relationships and liaison with educational institutions,
government research institutes, other technology consortia, professional organizations,trade groups and other organizations that support and contribute to the development of the
Corporation’s specifications and standards; and(f)Foster competition in the development of new products and services basedon specifications developed by the Corporation in conformance with all applicable
antitrust laws and regulations.

ARTICLE III
MEMBERSHIP
3.1
Classes of Membership. There shall be only one class of Members in the
Corporation within the meaning of Section 5056 of the California Nonprofit Corporation Law, andsuch Members shall be known as "Promoter Members." Promoter Members of the Corporation
shall be those entities qualified and approved as set forth in Section 3.2.2. A Promoter Member
shall automatically cease to be a Promoter Member upon the occurrence of an event set forth in
Section 3.4. The Corporation may, pursuant to resolutions adopted by the Board of Directors,
create one or more classes of non-member participants of the Corporation, and currently the nonmember participants are Participants, Adopters, Associates and Non-Profits (collectively referred
to
in
the
Bylawsas"Participants/Adopters/Associates/Non-Profits").
Participants/Adopters/Associates/Non-Profits shall have only the rights and privileges specificallygiven to them by the resolutions adopted by the Board of Directors and shall be subject to any
conditions imposed thereon by the Board of Directors. Participants/Adopters/Associates/NonProfits shall not be entitled to any voting rights with respect to the business or proceedings of the
Corporation, including without limitation, any matters relating to the adoption of a deliverable or
any other matters presented to the Corporation and/or the Promoter Members for voting or election.
Any classes of Participants/Adopters Associates/Non-Profits may be referred to as "Participants,""Adopters", "Members," "Associates," "Non-Profits" or by any other designation given to themby the Board of Directors; however all such classes of Participants/Adopters/Associates/NonProfits shall not be considered "statutory members" within the meaning of Section 5056 or any
other applicable section of the California Nonprofit Corporation Law. Notwithstanding theforegoing, this Section 3.1 and Sections 3.4 through 3.7, Section 4.11 and Articles 7 through 10of these Bylaws shall apply to such Participants/Adopters/Associates/Non-Profits and references
to"Members"
in
therein
shall
also
be
deemedtoincludesuch
Participants/Adopters/Associates/Non-Profits. Otherwise, all references to "Members" in these
Bylaws shall be limited to Promoter Members only.
3.2

Membership Qualifications.

3.2.1 Qualifications for Participants/Adopters/Associates/Non-Profits andOther Non-Promoter Members. Any company shall be eligible to be a Participant, Adopter,
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Associate, Non-Profit or other non-Promoter member if it demonstrates that it is dedicated tothe purposes of the Corporation by:(a)

Publicly displaying a legitimate business interest; and(b)
Publicly supporting, in the form of a press release or as evidenced by shipping
products or enabling technology, such as, for example, chip sets, software, etc. for Corporation
certified products; and(c)Receiving approval of the membership application by the Board of Directors
or the President and Chief Executive Officer; and(d)Paying such dues and fees as the Board may fix from time-to-time; and(e)Such other criteria and conditions of membership that may be adopted by the
Board of Directors from time-to-time.
3.2.2 Qualifications for Promoters. Any company shall be eligible for Promoter
membershipthatsatisfies
therequirements
formembershipasaParticipant/Adopter/Associate/Non-Profit as referenced above, and, in addition:(a)Agrees to actively promote Corporation specifications for connected devices
that comply with Corporation Adopted Specifications; and(b)
Is shipping or deploying or intends to ship or deploy for public access,Corporation products or enabling technology, such as, for example, chip sets, software, etc.,
for Corporation certified products; and(c)Receives a vote of approval by a two-thirds (2/3) majority of the Board of
Directors; and(d)Such other criteria and conditions of membership that may be adopted by the
Board of Directors from time-to-time.
In determining whether an applicant should be approved as a new Promoter Member, the Boardof Directors shall consider the Corporation's goal of having Promoter Member diversity interms of representing various segments of the Internet of Things industry in such proportions
as deemed advisable by the Board of Directors, from time-to-time.
3.2.3 Membership Agreements. Subject to the prior approval as required in these
Bylaws, the President and Chief Executive Officer, or their designee, shall be authorized tosign on behalf of the Corporation, and to process and administer Member agreements.

3.3
Fees, Dues and Assessments. The Board of Directors shall determine the initial
membership fees, dues and assessments for membership and/or participation in the Corporation.
Fees, dues and assessments for membership in the Corporation may be increased or decreased by
the Board, in its discretion, at any time. Membership in the Corporation will automatically renew
on an annual basis, and membership fees will be invoiced at each subsequent anniversary period.
Members shall be obligated to make payment of annual fees, dues and assessments within thirty2838405

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(30) calendar days of the due date for payment of such fees, dues or assessments, and the
Corporation may suspend benefits and privileges or terminate membership if such fees, dues orassessments are not paid within such thirty (30) day period.
3.4
Termination of Membership. The membership of any Member shall terminate
upon the occurrence of any one or more of the conditions set forth in this Section 3.4. Upon
termination or expiration of the status of a Member in the Corporation, all rights and privileges
associated with being a Member shall terminate:
3.4.1 Resignation. A Member may resign from the Corporation at any
time by filing a resignation letter with the Chairperson or Secretary of the
Corporation. No pro rata refund of any membership fees, dues or assessments shallbe made for the balance of the calendar year in which the resignation is effective.
3.4.2 Expiration and Disqualification. A membership issued for aperiod of time shall expire when such period of time has elapsed unless themembership is renewed.
3.4.3 Dues and Assessments. Membership may be terminated by the
Corporation following the failure of the applicable Member to pay any fees, duesor assessments within the time periods established by the Board of Directors.
3.4.4 Termination of the Member Agreements. Membership shallterminate upon termination or expiration of the applicable Promoter Member
Agreement, Participant Member Agreement, Adopter Member Agreement,
Associate Member Agreement or Non-Profit Member Agreement.
3.5
Non-Liability. No Member shall be personally liable for the debts, liabilities or
obligations of this Corporation.
3.6
Transferability. Except as provided below, a Member shall not assign orotherwise transfer for value or otherwise its membership interest or any right arising therefrom.
(a)Transfer in Connection with a Restructuring, Reorganization,
Consolidation or Other Similar Corporate Transaction. A Member ("Transferor
Member") may assign or otherwise transfer its membership interest and associatedMember agreement to an Affiliate of Member ("Transferee Member") in connection witha restructuring, reorganization, consolidation or other similar corporate transaction,
provided that the Transferor Member maintains a relationship with the Corporation as a
Member (Promoter or Participant, Adopter, Associate, Non-Profit or other category of nonstatutory member as referenced in Section 3.1 of these Bylaws) pursuant to the
Corporation’s standard agreement for such membership category, and provided further that
if the Transferor Member fails to maintain its membership in the Corporation or isotherwise no longer a Member for any reason, Transferee Member’s membership in the
Corporation will terminate and such Transferee Member will be required to reapply formembership. Upon request of the Corporation, Transferor Member and/or Transferee
Member shall provide such documents as may be required to validate and verify theAffiliate status of Transferee Member. Any such permitted assignment or other transfer
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under this Section 3.6(a) of these Bylaws shall be effective and contingent on suchagreement being duly executed by Transferor Member and delivered to the Corporation
and any associated membership fees being paid. The form of transfer shall be prescribedby the Corporation or otherwise be acceptable to the Corporation in its sole discretion.
For purposes of this Section 3.6(a) of these Bylaws, the term "Affiliate of Member" means
any legal entity that directly or indirectly, controls, is controlled with or by or undercommon control with a Member, and the term "control" shall mean the direct or indirectcontrol of fifty percent (50%) or more of the voting power to elect directors thereof, or any
other entity, the power to direct the management of such entity.
(b)Transfer in Connection with a Merger, Acquisition or Other Transaction
Involving a Change in Control. In the case of a merger, acquisition or other transaction
wherein there is a Change in Control of a Member, the membership interest and theassociated membership agreement of such Member shall continue in full force and effectthrough and until the next renewal time period for such Member. At the time for renewal,
such Member’s membership in the Corporation shall terminate and the Member must
reapply for membership, subject to all the then-current conditions and criteria formembership. In the case of a Promoter Member undergoing a Change in Control, such
Promoter Member shall not be required to pay the Corporation initiation fee (but shall be
responsible for the then-current Promoter Member dues).
For purposes of this Section 3.6(b) of these Bylaws, the term "Change in Control" means:(a) any transaction or combination of transactions as a result of which either a person, an
entity or a group of persons and/or entities that customarily has acted in concert and that
presently is in control of Member ceases to be in control of Member; or (b) the sale,transfer, exchange or other disposition (including disposition in full or partial dissolution)of fifty percent (50%) or more of the beneficial ownership (as defined in Rule 13(d) of the
Securities Exchange Act of 1934) of the voting power of Member, or of the assets ofMember that constitute a substantial or material business segment of Member; or (c) thedivestiture, in whole or in part, of the business unit or division of Member that has
participated in the Corporation’s activities.
3.7
Distribution of Assets Upon Dissolution. Upon a dissolution or liquidation of thisCorporation, and after all of the known debts and liabilities of this Corporation have been paid or
adequately provided for in accordance with Section 8713 of the California Nonprofit Corporation
Law, the Board of Directors shall: (a) return to the Members any unused portions of dues paid byMembers for any particular fiscal year; and (b) thereafter, transfer remaining assets and/or
intellectual property rights of the Corporation which are not appropriate for transfer to the generalpublic, such as any trademarks or logos of the Corporation, to another Section 501(c)(6)organization, as determined by the Board of Directors whose purposes are similar to the
Corporation. Any such assets not disposed of in accordance with the aforementioned procedures
shall be disposed of by a court of competent jurisdiction of the county in which the principal officeof the Corporation is then located to such organization or organizations, as said court shalldetermine, that are organized and operated exclusively for such purposes. No part of the
Corporation's net earnings will inure to the benefit of any Member, Director or any third person.

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ARTICLE IV
MEMBERSHIP MEETINGS
4.1
Place of Meetings. All meetings of Members shall be held at any place which may
be designated by the Board of Directors pursuant to the authority hereinafter granted to the said
Board of Directors, or by the written consent of a majority of Members entitled to vote thereat,given before the meeting and filed with the Secretary of the Corporation.
4.2
Regular Meetings. Regular meetings of Members of the Corporation shall be heldat such dates and at such times and places as determined by resolution of the Board of Directors.
Additional Member meetings may be set as determined by the Board of Directors and pursuant to
notification as defined in these Bylaws.
4.3
Special Meetings. Special meetings of Members, for any lawful purpose or
purposes whatsoever, may be called at any time by the Chairperson, the President and Chief
Executive Officer, the Board of Directors, or by five percent (5%) or more of Members entitled tovote. Notice of such request must be submitted to the Chairperson, the Vice-Chairperson or
Secretary. The notice must state the business to be transacted at the special meeting. It shall be
the duty of the officer to cause notice to be given to the Members entitled to vote at the meetingscheduled and to be held not less than ten (10) days nor more than ninety (90) days after the receipt
of such a request. A quorum of Members must be present at the special meeting pursuant to
Section 4.6 in order to conduct the business of the Corporation.
4.4
Notice of Meetings. A notice of each annual meeting, written ballot for electionof Directors or otherwise, if any, and special meeting shall be given by the Chairperson or, in caseof their failure or refusal, by any other officer or any Director. Each such notice shall specify: (a)the place, time, day and hour of the meeting or the date on which the ballot shall be returned, if
applicable; (b) in the case of an annual meeting at which Directors shall be elected, shall specify
the names of all those who are candidates for election of Directors and the agenda of the meetingas determined at the time the notice is given; and (c) in the case of special meetings, the nature of
the business to be transacted thereat. Such notice shall be given to every Member of the
Corporation who, on the record date for notice of the meeting, is entitled to vote thereat. Suchnotice shall be given at least ten (10) days but no more than ninety (90) days prior to the date fixed
for such meeting.
4.5
Adjourned Meetings. Any Members' meeting, annual or special, whether or nota quorum is present, may be adjourned from time-to-time by the vote of a majority of the Members,
entitled to vote thereat, either present in person or represented by proxy thereat, but in the absenceof a quorum no other business may be transacted at any such meeting. Annual and special meetings
may not be adjourned for more than forty-five (45) days to another time or place. It shall not benecessary to give any such notice of the time and place of the adjourned meeting or of the businessto be transacted thereat, other than by an announcement at the meeting at which such adjournmentis taken. If after the adjournment a new record date is fixed for notice or voting, a notice of the
adjourned meeting shall be given to each Member who, on the record date for notice of themeeting, is entitled to vote at the meeting.

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4.6
Quorum. The presence in person or by proxy of a majority of the Members of the
Corporation entitled to vote shall constitute a quorum for the transaction of business. The
Members present at a duly called or held meeting at which a quorum is present may continue to
do business until adjournment, notwithstanding the withdrawal of enough Members to leave lessthan a quorum, if any action taken (other than adjournment) is approved by at least a majority of
the Members required to constitute a quorum. The presence of an authorized representative of a
Member shall constitute presence of the Member for purposes of determining the establishment of
a quorum.
4.7
Voting. Each Promoter Member in good standing (i.e., Promoter Members who
have paid their membership fees, dues and assessments in accordance with these Bylaws andwhose membership has not been terminated pursuant to Section 3.4) is entitled to one (1) vote oneach matter submitted to a vote of the Members. Voting shall be by voice vote, unless the
Chairperson of the Corporation directs such voting to be by ballot. No single vote shall be split
into fractional votes. Cumulative voting shall not be authorized.
4.8
Action Without Meeting by Written Ballot. Any action, which may be taken at
any regular or special meeting of Members, may be taken without a meeting if the Corporation
distributes a written ballot to every Member entitled to vote on the matter. Such ballot shall set
forth the proposed action, provide an opportunity to specify approval or disapproval of any
proposal, and provide a reasonable time within which to return the ballot to the Corporation.
Approval by written ballot shall be valid only when the number of votes cast by ballot within thetime period specified equals or exceeds a quorum of the Members, and the number of approvals
equals or exceeds the number of votes that would be required to approve at a meeting at which thetotal number of votes cast was the same as the number of votes cast by ballot. Ballots shall be
distributed to Members in accordance with delivery and timing requirements set forth in Section
4.4. All ballots distributed shall indicate the number of responses needed to meet the quorum
requirement and shall state the percentage of approvals necessary to pass the measure submitted.
All written ballots distributed shall specify the time by which the ballot must be received in order
to be counted.
4.9
Proxies. Every Member entitled to vote shall have the right to do so in person or
by one or more agents authorized by a written proxy executed by such person or their duly
authorized agent and filed with the Secretary of the Corporation; but no such proxy shall be valid
after the expiration of eleven (11) months from the date of its execution, unless the person
executing it specifies therein the length of time for which such proxy is to continue in force.
4.10 Conduct of Meetings. Meetings of Members shall be presided over by the
Chairperson of the Corporation, or in their absence, by the Vice-Chairperson, and in the absenceof both of them, by the chair chosen by a majority of the Members present. The Secretary of the
Corporation shall act as the secretary of all meetings of Members, provided that in their absence
the presiding officer shall appoint another Member to act as acting secretary of the meeting.
4.11 Electronic Communications. The providing of notices, voting and any otheraction to be taken as given by the Corporation or by or for a Member may be given throughelectronic means such as email, and such notice, vote or other action shall be sufficient for purposesof notices, vote or other actions under these Bylaws. In any matter in which electronic voting is
adopted as the procedure for voting, the quorum requirements and number of votes required for an
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action or matter to pass shall be satisfied by determining the number of electronic votes cast by
Members. For example, the 10% quorum requirement will be satisfied if 10% of the Members
cast their vote electronically. For each matter using electronic voting, the Board of Directors shallestablish a start and end date upon which ballots can be cast, and such end date may be extended
from time-to-time by the Chairperson or Board of Directors.
4.12 Electronic Meetings. A meeting of the Members may be conducted, in whole orin part, by electronic transmission by and to the Corporation or by electronic video screen
communication: (a) if the Corporation implements reasonable measures to provide Members inperson (or, if proxies are allowed, by proxy) a reasonable opportunity to participate in the meetingand to vote on matters submitted to the Members, including an opportunity to read or hear theproceedings of the meeting substantially concurrently with those proceedings; and (b) if any
Member votes or takes other action at the meeting by means of electronic transmission to the
Corporation or electronic video screen communication, a record of that vote or action is maintainedby the Corporation.

ARTICLE V
BOARD OF DIRECTORS
5.1
Powers. Subject to the limitations of the Articles of Incorporation, the Bylaws, andthe California Nonprofit Corporation Law and subject to the duties of Directors as prescribed by
the Bylaws, all corporate powers shall be exercised by or under the authority of, and the businessand affairs of this Corporation shall be controlled by, the Board of Directors. The Board of
Directors shall have the power to select and remove all officers, agents, employees and contractors,
and to fix reasonable compensation thereof, to authorize and empower officers or agents to enter
into contracts and other commitments on behalf of this Corporation, and to appoint and delegate
responsibilities and authority to committees, officers and agents.
5.2
Number and Composition of Board of Directors. The number of Directors shallbe equal to the number of Promoter Members, plus the President and Chief Executive Officer who
shall serve without vote. In addition, the Board of Directors may appoint and remove, from timeto-time, additional Board members when the Board of Directors believes that such appointment isin the best interests of the Corporation.
Each Promoter Member shall designate one (1) Director and one (1) Alternate Director (as more
specifically defined in Section 5.3) to serve on the Board of Directors. Each Director and Alternate
Director must be an employee, officer, director or duly authorized representative of the Promoter
Member on behalf of which they are serving. Each of the Director and Alternate Director shallserve a one (1) year term unless otherwise provided under this Section 5.2. Each Director or
Alternate Director shall have one (1) vote on each matter presented to the Board of Directors foraction. No Director or Alternate Director may vote by proxy.
An individual's status as a Director shall be automatically terminated upon the termination of the
Director's employment with or authority to represent the Promoter Member of which he/she wasan employee or authorized representative, in which case the vacancy may be filled in accordancewith Section 5.6.

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In addition, upon resolution by a majority of the Board of Directors (not including the Director
against whom action is being taken): (a) a Director may be removed for cause pursuant to Section
5.19.2, in which case the vacancy may be filled in accordance with Section 5.6; and (b) the
Director and Alternate Director positions for a Promoter Member shall be eliminated through theremaining period of the Promoter Member's membership term if such Promoter Member's Directorand Alternate Director fail to attend two (2) consecutive regular Board meetings, provided suchabsences are not excused based on exigent circumstances (e.g., illness, bereavement, incapacity,etc.) as approved in advance of such meetings by the Chairperson or President and Chief Executive
Officer. In the event of a subsection (b) elimination, the vacancy may not be filled under Section
5.6 or otherwise, however, the Promoter Member may, upon written notice to the Chairperson andPresident and Chief Executive Officer, request the restoration of the Director and Alternate
Director positions, and such positions will be reinstated upon the next membership renewal dateof the Promoter Member.
The provisions of this Section 5.2 may not be amended except upon the two-thirds (2/3) approvalof the Board of Directors.
5.3

Alternate Directors. The following procedures shall apply to Alternate Directors:

5.3.1 Alternate Directors; Voting. Each Director shall have an alternate to servein the capacity of Director in the event of the death, resignation, removal or absence of the
Director; such alternate shall be referred to as an "Alternate Director." When serving in
the capacity of Director, the Alternate Director shall have all the rights, privileges andresponsibilities of the Director. Alternate Directors shall: (a) be entitled to attend all regularand special meetings of the Board of Directors; and (b) have all rights (including voting
rights) of the Director in the absence of the Director.
5.3.2 Role of Alternate Director. In the event that the Alternate Director isserving as a Director due to the absence of the non-Alternate Director, such non-Alternate
Director shall regain all of the rights, privileges and responsibilities of Director status upon
the termination of their absence. In the event that the Alternate Director is serving as a
Director due to the death, resignation or removal of the Director, the Alternate Director
shall immediately become a Director, and the corresponding position of Alternate Director
shall become vacant.
5.3.3 Application of Bylaws. All provisions of these Bylaws apply equally to
the Alternate Directors as to the Directors, unless otherwise noted.
5.4
Observers and Invitees. If a Promoter Member wants to invite an observer or
invitee to a Board meeting, the Promoter Member must provide prior written notice to the
Chairperson and President and Chief Executive Officer and any such observation and/or invitee
must be approved by the Chairperson and President and Chief Executive Officer prior to the Board
meeting.
5.5
Restrictions on Eligibility to Serve as a Director; Control Groups. No morethan one (1) individual employed by or affiliated with an entity that constitutes a Control Groupshall be permitted to serve as a Director or Alternate Director of the Corporation at one time. For
purposes of this section, "Control(s)," "Controlled" or "Controlling" shall mean: (a) the
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ownership, directly or indirectly, of 50% or more of the total voting securities of another entity; or(b) in the case of unincorporated entities, shall mean the ownership of more than 50% of theownership interest representing the right to make decisions for the entity. "Control Group" shall
include a Member and all corporations or other entities which are Controlled by such Member or
which Control such Member.
5.6
Vacancies. Subject to the restrictions on filling vacancies in Section 5.2, if there
is a Director vacancy which is not filled by an Alternate Director pursuant to Section 5.3 and/or
upon the vacancy of an Alternate Director, the affected Promoter Member shall have sixty (60)calendar days from the date of notice of the vacancy from the Corporation to appoint a replacement
Director and/or Alternate Director to the Board of Directors for the remaining term. If thePromoter Member fails or refuses to make such appointment within such sixty (60) calendar day
period, the position shall be vacated.
5.7
Regular Meetings. Meetings of the Board of Directors will be held approximately
four (4) times a year, and at such other times as may be necessary or advisable. All meetings ofthe Board of Directors may be held at any place that has been designated from time-to-time by the
Board of Directors or by the notice of the Chairperson or Secretary.
5.8
Special Meetings. Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairperson or by any two (2) Directors.
5.9
Notice of Meetings; Attendance. Notice of the time and place of each meeting of
the Board of Directors not fixed by resolution of the Board of Directors shall be given
electronically to each Director not less than: (a) two (2) business days in advance of the Board of
Directors meeting, for telephonic meetings; and (b) twenty one (21) calendar days, in advance of
the Board of Directors meeting, for in-person meetings.
5.10 Consent to Meetings. The transactions of the Board of Directors at any meeting
however called and noticed or wherever held, shall be as valid as though done at a meeting duly
held after call and notice if a quorum be present and if either before or after the meeting each
Director not present: (a) signs a written waiver of notice; (b) signs a consent to the holding of suchmeeting; or (c) approves the minutes thereof. Each Director who attends the meeting without
protesting, prior thereto or at its commencement, shall be deemed conclusively to have consented
to the holding of the meeting and to have waived the lack of notice to such Director. All such
waivers, consents or approvals shall be filed with the corporate records and made a part of theminutes of the meeting.
5.11 Action Without Meeting. 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 of Directors shallindividually or collectively consent in writing to such action. Such written consent or consents
may be by email, signature on a PDF document, digital or electronic signature or other evidenceof written consent, and shall be filed with the minutes of the proceedings of the Board of Directors.
Such action by written consent shall have the same force and effect as a unanimous vote of such
Directors. Any certificate or other document filed under any provision of the California Nonprofit
Corporation Law which relates to action so taken shall state that the action was taken by unanimous
written consent of the Board of Directors without a meeting, and that the Bylaws authorize the2838405

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Directors to so act. For the purposes of this section only, "all members of the Board" shall notinclude any "Interested Director" as defined in Section 5.18.
5.12
Telephonic/Electronic Meetings. Directors may participate in a meetingthrough use of conference telephone, electronic video screen communication, or electronictransmission by and to the corporation. Participation in a meeting through use of conference
telephone or electronic video screen communication constitutes presence in person at that meetingas long as all Directors participating in the meeting are able to hear one another. Participation ina meeting through use of electronic transmission by and to the Corporation, other than conference
telephone and electronic video screen communication, constitutes presence in person at thatmeeting if both of the following apply: (a) each Director participating in the meeting cancommunicate with all of the other Directors concurrently; and (b) each Director is provided themeans of participating in all matters before the Board, including, without limitation, the capacity
to propose, or to interpose an objection to, a specific action to be taken by the Corporation.
5.13 Quorum and Vote. A majority of the Directors from Promoter Members then in
office shall be necessary to constitute a quorum for the transaction of business, except to adjournas hereinafter provided in Section 5.14. Every act or decision done or made by a majority of the
Directors from Promoter Members present at a meeting duly held at which a quorum is present
shall be regarded as the act of the Board of Directors unless a greater number be required by law,
the Articles of Incorporation or these Bylaws. The presence of the President and Chief Executive
Officer shall not be counted for purposes of determining a quorum and shall not be counted for
purposes of determining a majority in voting on any motion or action of the Board of Directors.
5.14 Adjournment. A majority of the Directors present, whether or not a quorum ispresent, may adjourn any Directors' meeting to meet again at another time or place. In the event a
meeting of the Board of Directors is adjourned for more than forty-eight (48) hours, notice of any
adjournment to another time or place shall be given prior to the time set for the rescheduled
meeting to the Directors who were not present at the time of the adjournment.
5.15 Fees and Compensation. Directors shall serve without compensation, but by
resolution of the Board of Directors, may be reimbursed for expenses paid while acting on behalfof the Corporation and/or expenses incurred in attending meetings of the Board of Directors.
Nothing herein contained shall be construed to preclude any Director from serving the Corporationin any other capacity as an officer, agent, employee, or otherwise, and receiving compensation
therefore so long as such compensation is approved by a majority of Directors, excluding any
Interested Director as defined in Section 5.18.
5.16 Indemnity for Litigation. This Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any proceeding by reason of the fact that such
person is or was a Director, Alternate Director, officer, or member of any committee or working
group of this Corporation, to the full extent allowed under the provisions of Section 7237 of the
California Nonprofit Corporation Law relating to the power of a corporation to indemnify any such
person. The amount of such indemnity shall be so much as the Board of Directors determines andfinds to be reasonable, or, if required by said Section 7237 of the California Nonprofit Corporation
Law, the amount of such indemnity shall be so much as the court determines and finds to bereasonable.
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5.17 Standard of Conduct. Pursuant to Section 7231 of the California Nonprofit
Corporation Law, a Director (and Alternate Director, as applicable) shall perform the duties of a
Director, including duties as a member of any committee or working group upon which the
Director may serve, in good faith, in a manner such Director believes to be in the best interests ofthis Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person
in a like position would use under similar circumstances. In performing the duties of a Director, aDirector or Alternate Director shall be entitled to rely on information, opinions, reports orstatements, including financial statements and other financial data, in each case prepared orpresented by:(a)
One or more officers or employees of this Corporation whom the
Director believes to be reliable and competent in the matters presented;(b)
Legal counsel, independent accountants or other professionals as tomatters which the Director believes to be within such person's professional orexpert competence; or(c)
A committee of the Board upon which the Director does not serve,
as to matters within the committee's designated authority, which committee the
Director believes to merit confidence; provided that, in any such case, the Director
acts in good faith, after reasonable inquiry when the need therefor is indicated by
the circumstances and without knowledge that would cause such reliance to be
unwarranted.
5.18 Self-Dealing Transactions. As used in this section, a "self-dealing contract" is any
contract or transaction: (a) between this Corporation and one or more of its Directors, or between
this Corporation and any corporation, firm or association in which one or more of the Directors
has a material financial interest; or (b) between this Corporation and a corporation, firm or
association of which one or more of its directors are Directors of this Corporation (collectively,"Interested Director(s)"). Pursuant to Section 7233 of the California Nonprofit Corporation Law,no self-dealing contract shall be void or voidable because such Interested Director(s) or
corporation, firm or association are parties or because such Interested Director(s) are present at themeeting of the Board or committee which authorizes, approves or ratifies the self-dealing contract,if:
5.18.1 Membership Approval. All material facts are fully disclosed to orotherwise known by the Members and the self-dealing contract is approved by theMembers in good faith including the abstention from voting by any membership
owned by such Interested Director(s);5.18.2 Board or Committee Approval. All material facts are fully
disclosed to or otherwise known by the Board or committee and the Board orcommittee authorizes, approves, or ratifies the self-dealing contract in good faith(including the abstention from voting by the Interested Director(s)), and, in the caseof a self-dealing contract described above, the Board or committee resolves andfinds that the contract is just and reasonable at the time it is authorized, approvedor ratified; or
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5.18.3 Just and Reasonable Contract. The person asserting the validityof the self-dealing contract sustains the burden of proving that the contract was justand reasonable as to the Corporation at the time it was authorized, approved or
ratified.
Interested Director(s) may be counted in determining the presence of a quorum at a meeting of theBoard or a committee thereof which authorizes, approves or ratifies a contract or transaction asprovided in this Section 5.18.
5.19

Resignation and Removal.

5.19.1 Resignation. Any Director or Alternate Director may resign at any time bygiving written notice to the Board of Directors, to the Chairperson or to the Secretary ofthis Corporation.
5.19.2 Removal. In addition to the removal of a Director under Section 5.2, any
Director and/or Alternate Director may be removed upon resolution by the Board of
Directors terminating such individual's status as such a Director or Alternate Director for
any of the following, all of which constitute removal for cause: (a) conviction or entry of aplea of nolo contendere by such Director or Alternate Director for a crime; (b) intentional
breach of fiduciary duties by such Director or Alternate Director; (c) public disparagement
or ridicule of the Corporation by such Director or Alternate Director; or (d) grossmismanagement or waste by such Director or Alternate Director. Upon termination of anindividual's status as a Director or Alternate Director or if there is otherwise a vacancy on
the Board of Directors, the vacancy may be filled pursuant to Section 5.6.
5.20 Advisory Board. The Board of Directors may, at its sole discretion, appoint aboard of advisors ("Advisory Board") with which the Board of Directors shall consult on mattersrelating to the operation of the Corporation. The members of the Advisory Board shall not havethe rights or privileges of Directors or Members as set forth in Sections 5047 and 5056 of the
California Nonprofit Corporation Law and shall have no power or authority over the operation of
the Corporation. The Advisory Board may be restructured and/or terminated by resolution of theBoard of Directors at any time. A member of the Advisory Board may be removed at any time by
the Board of Directors in its sole and absolute discretion.

ARTICLE VI
OFFICERS
6.1
Officers. The principal officers of this Corporation shall be a Chairperson of theBoard, one Vice-Chairperson of the Board, the President and Chief Executive Officer, a Treasurer,a Secretary and such other officers as the Board of Directors may appoint. One person may only
hold one such office. The Chairperson of the Board and the Vice-Chairperson of the Board must
be Directors (i.e., not an Alternate Director) of a Promoter Member of the Corporation to beeligible to be appointed Chairperson of the Board and Vice-Chairperson, as applicable. Other thanthe Chairperson of the Board and the Vice-Chairperson of the Board, officers of the Corporation
may be any person nominated by a Director and nothing herein shall require such individual to bea Director or an employee or duly authorized representative of any Member of the Corporation.
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6.2
Election. The officers of this Corporation shall be appointed by the Board of
Directors in accordance with this Article VI, and, except for the President and Chief Executive
Officer under contract, each Board officer shall hold their office for a term of two (2) years, oruntil they shall resign or shall be removed or their successor shall be elected and qualified.
6.3

Removal and Resignation.

6.3.1 Removal. Any officer may be removed at any time, either with or withoutcause, by the Board of Directors or by any officer upon whom such power of removal may
be conferred by the Board of Directors. Upon such time as the Chairperson of the Board
ceases to be the primary Director of a Promoter Member of the Corporation, such
Chairperson of the Board shall be automatically and immediately deemed to have resigned
as Chairperson of the Board.
6.3.2 Resignation. Any officer may resign at any time by giving written noticeto the Board of Directors or the Secretary of the Corporation. Any such resignation shalltake effect at the date of the receipt of such notice or at any later time specified therein,and, unless otherwise specified therein, the acceptance of such resignation shall not benecessary to make it effective. Such resignation shall not prejudice the rights of the
Corporation under any contract to which the officer is a party.
6.4
Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled by the Board of Directors for the unexpired term,
provided that the Executive Committee may appoint an interim officer until such time as the Boardof Directors convenes its next Board meeting.
6.5
Chairperson of the Board. The Chairperson of the Board shall be a member ofthe Board of Directors and shall preside at all meetings at the Board of Directors. Subject to thecontrol of, and in conjunction with the Board of Directors, the Chairperson of the Board shall leadthe Board of Directors in establishing the Corporation’s long term strategy, annual objectives andpriorities and in establishing the measures of performance against those objectives. The
Chairperson of the Board shall serve as the chairperson of the Executive Committee and as an exofficio voting or non-voting member of other committees as may be designated from time-to-timeby the Board, shall have the authority to represent the decisions of the Board of Directors, andshall have such other powers and duties as may be designated from time-to-time by the Board of
Directors. The Chairperson of the Board shall not serve as the chairperson of any other Board
committee or Working Group Steering Committee.
6.6
Vice-Chairperson of the Board. In the absence of the Chairperson of the Board,
or in the event of their removal, resignation, termination or inability or refusal to act, the ViceChairperson of the Board shall perform all the duties of the Chairperson of the Board, and whenso acting shall have all the powers of, and be subject to all the restrictions on, the Chairperson of
the Board. The Vice-Chairperson of the Board shall have such other powers and duties as may bedesignated from time-to-time by the Board of Directors or the Chairperson of the Board.
6.7
President and Chief Executive Officer. The President and Chief Executive
Officer shall serve as the general manager and principal officer of the Corporation. The President
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and Chief Executive Officer shall be responsible for acting on the directions and decisions asprovided by the Board of Directors and for managing, directing, and supervising the Corporation's
staff in support of those directions and decisions. The President and Chief Executive Officer shallmanage and supervise the Corporation's contracting process and shall have the authority to execute
any document on behalf of the Corporation, subject to the control and approval of the Board of
Directors. The President and Chief Executive Officer shall preside over various Corporation
meetings and events (other than Board meetings), and have such other responsibilities, powers andduties as may be assigned from time-to-time by the Chairperson and/or Board of Directors.
6.8
Treasurer. The Treasurer shall oversee the financial and accounting matters of
this Corporation with respect to the receipt and deposit of funds. The Treasurer shall have suchother powers and duties as may be designated from time-to-time by the Board of Directors.
6.9
Secretary. The Secretary shall keep a full and complete record of the proceedingsof the Board of Directors, shall keep the seal (if one is maintained) of this Corporation and affix it
to such papers and instruments as may be required in the regular course of business, shall makeservice of such notices as may be necessary or proper, and shall supervise the keeping of therecords of this Corporation. The Secretary shall have such other powers and duties as may bedesignated from time-to-time by the Board of Directors.

ARTICLE VII
COMMITTEES AND WORKING GROUPS
7.1
Appointment of Committees. The Board of Directors may create committees as
the Board from time-to-time deems necessary or appropriate to conduct the business and further
the objectives of this Corporation. Such committees shall have the responsibilities and duties
established by the Board of Directors. Any such committees may be restructured and/or terminatedby the Board of Directors at any time. The Charter of a committee shall be developed by thecommittee and provided to the Board of Directors for its approval.
7.2
Powers and Authority of Committees. Without limiting the generality of Section
7.1, the Board of Directors may delegate to any committee any of the powers and authority of theBoard of Directors in the management of the business and affairs of this Corporation, except thefollowing:(a)
The approval of any action for which California law requires theapproval of members of a corporation;(b)
The filling of vacancies on the Board or in any committee that has
the authority of the Board;(c)
The fixing of compensation of the Directors for serving on the Boardor on any committee;(d)2838405

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(e)The amendment or repeal of any resolution of the Board, which by
its express terms is not so amendable or repealable;(f)Subject to Section 7.3 relating to the ex-officio members of the
Executive Committee, the appointment of committees of the Board or the members
thereof; and(g)
The expenditure of corporate funds to support a nominee for
Director after there are more people nominated for Director than can be elected.
7.3
Executive Committee. The Executive Committee shall be comprised of ten (10)ex-officio members, as follows: (i) the Chairperson of the Board of Directors, who shall serve as
the chairperson of the Executive Committee; (ii) the Vice Chairperson of the Board of Directors;(iii) the chairpersons each of the Strategy Committee, the Finance Committee, the Governance
Advisory Committee, the Test Certification & Oversight Committee (TCOC), the Marketing
Committee (MC), and the Public Affairs Committee; and (iv) the President and Chief Executive
Officer, and Secretary. Each member of the Executive Committee shall have one (1) vote, otherthan the President and Chief Executive Officer, and Secretary, who shall serve without vote. The
Executive Committee shall meet on a monthly basis, and at such other times as may be advisable
at the direction of the Chairperson or President and Chief Executive Officer.
The Executive Committee shall have the following limited delegated responsibilities andauthorities:(a)Provide advice and direction to the Chairperson and President and Chief
Executive Officer;(b)
Recommend priorities for the Board of Directors, and makerecommendations to the Board of Directors for any matter requiring a 2/3 rds vote of theBoard of Directors or requiring a vote of members under California law, including
recommendations with respect to Proposed Specifications and any changes to the IPR
Policy;(c)Approve Liaisons/Memoranda of Understanding;(d)Approve expenditures and contracts for services with suppliers and vendors
in the ordinary course of the business of the Corporation;(e)Approve changes to technology and marketing policies (PKI (Public Key
Infrastructure) policy, marketing RACI);

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Approve changes to compliance policies (Conflict of Interest Policy, etc.);(g)Approve changes to miscellaneous operational policies;(h)Approve new Authorized Test Labs;

Page 16 of 21

(i)Approve new DCL (Distributed Compliance Ledger) trustees and Validator(j)Approve Policy Position Papers;(k)

Approve Public Release of Specifications;(l)Approve Brands;(m)

Approve Annual marketing plan;(n)

Develop the agenda for the Board of Directors meetings;

Nodes;(o)Monitor and assess the effectiveness of the Board of Directors anddetermine ways to improve its decision-making process and efficiencies;(p)Without the President and Chief Executive Officer as a member, provide
input to the Compensation Committee on the performance of the President and Chief
Executive Officer;(q)
Advise on personnel issues as requested by the President and Chief
Executive Officer; and(r)Such other matters as may be referred to the Executive Committee by the
Chairperson and/or Board of Directors.
The Executive Committee shall not have the authority, other than to recommend to the Board of
Directors, to take any action on matters requiring a 2/3 rds vote of the Board of Directors or theapproval of any action for which the California law requires the approval of the Board of Directors
and/or members of the Corporation.
A member of the Executive Committee shall continue to serve on the Executive Committee until
such member no longer serves in the applicable position described in subsection (i) through (iv)of this Section; or resigns. Upon any of the foregoing events, the successor ex-officio member
shall fill such vacancy, or, if there is not then a successor ex-officio member, the Board of Directors
may fill the vacancy on a temporary basis until such successor ex-officio member is appointed orelected.
If a member of the Executive Committee fails to participate (without a permitted excuse based on
exigent circumstances (e.g., illness, bereavement, incapacity, etc.) as approved in advance of suchmeetings by the Chairperson or President and Chief Executive Officer), in Executive Committee
meetings for a period of ninety (90) days, such member of the Executive Committee will bedeemed automatically resigned without further notice, and in such case, the Board of Directors
may fill the vacancy.
7.4
Marketing Committee. A marketing committee ("MC") is established, which
committee shall report directly to the Board of Directors. MC responsibilities include: (a) propose,
evaluate, approve, develop, prioritize and execute marketing strategies for the Corporation
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according to the strategic direction approved by the Board of Directors; and (b) such other
responsibilities or duties as may be established by the Board of Directors. MC may be restructured
and/or terminated by resolution of the Board of Directors at any time. MC shall elect its own
chairperson and vice-chairperson from its members.
7.5
Legal Committee. A legal committee ("LC") is established, which committee shallreport directly to the Board of Directors. LC responsibilities include: (a) providing advice andrecommendations to the Board of Directors related to legal issues defined by the Board of
Directors; and (b) such other responsibilities or duties as may be established by the Board of
Directors. The LC may be restructured and/or terminated by resolution of the Board of Directors
at any time. The chairperson of the LC shall be the General Counsel of the Corporation, or theirdesignee. Promoter Members shall be entitled to appoint representatives on the LC as set forth in
the Charter of the LC.
7.6
Working Groups. Working groups may be formed, restructured and/or terminatedat any time by resolution of the Board of Directors for the purpose of, among other things,
developing, analyzing and writing technical specifications and deliverables ("Working Group").
Unless otherwise directed by the Board of Directors, a Working Group shall have a steeringcommittee, which shall report directly to the Board of Directors. A Working Group steeringcommittee shall review and recommend proposed specifications and deliverables to the Board of
Directors for publication and/or endorsement by the Corporation. Members may appoint any
number of its employees or duly authorized representatives to a Working Group. The Charter ofWorking Groups shall be provided to the Board of Directors for its approval.
7.7
Compensation. Any individuals appointed to the MC, LC or any committee and/or
any Working Group of the Corporation shall not receive compensation for their services as such,but, upon prior approval of each expenditure by the Board of Directors, may be reimbursed forbona fide expenses incurred arising out of conducting business on behalf of the Corporation.
Nothing herein shall prohibit payment of compensation to an individual serving on the MC, LC or
any committee or Working Group who renders services to the Corporation in another capacity.

ARTICLE VIIIIPR POLICY AND APPROVAL OF SPECIFICATIONS
8.1
General. The terms and conditions relating to the intellectual property rights ofMembers ("IPR Policy") are set forth in the Promoter Member Agreement, Participant Member
Agreement, Adopter Member Agreement, Associate Member Agreement and Non-Profit Member
Agreement.
8.2
Modifications to the IPR Policy. The IPR Policy may be modified from time-totime in accordance with the procedures below:(a)
The Board of Directors may, upon a two-thirds (2/3) affirmative
vote, modify the IPR Policy if such modifications do not adversely affect a
PromoterMember'sorParticipant's/Adopter’s/Associate's/Non-Profit's
obligations, rights and protections under the current IPR Policy.
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(b)If any proposed modifications adversely affect a Promoter
Member's or Participant’s/Adopter’s/Associate's/Non-Profit's obligations, rights orprotections, such proposed modifications shall be submitted to the Promoter
Members for approval, and a two-thirds (2/3) affirmative vote of the Promoter
Members shall be required for such modifications to become effective.
8.3
Application of Modified IPR Policy. The modified IPR Policy will apply to all
Promoter Members and/or Participants/Adopters/Associates/Non-Profits of the Corporation
prospectively in lieu of the previous IPR Policy, from the date the modified IPR Policy is approved
pursuant to Section 8.2, provided that:(a)prior to adoption of such modifications, the Promoter Members andParticipants/Adopters/Associates/Non-Profits are provided with a thirty (30)
calendar day review and comment period with respect to the proposed
modifications;(b)each Promoter Member and Participant/Adopter/Associate/NonProfits shall have the right to withdraw from the Corporation pursuant to the terms
and conditions of the Promoter Member Agreement, Participant Member
Agreement, Adopter Member Agreement, Associate Member Agreement, and
Non-Profit Member Agreement, as applicable, within thirty (30) calendar days after
approval of the modifications; and(c)the Promoter Members and Participants/Adopters/Associates/NonProfits shall be provided written notice in accordance with these Bylaws of theforegoing time periods and their ability to withdraw.
8.4
Approval of Specifications. Proposed Specifications (as defined in the IPR
Policy) submitted to the Board of Directors for adoption shall require a two-thirds (2/3) vote forapproval, and upon such approval shall become "Adopted Specifications." The Board of Directors
may adopt policies and procedures to solicit and obtain public comment to Proposed
Specifications. The Board of Directors may, from time-to-time, establish one or more committees,groups or bodies under Section 7.1 of these Bylaws to approve Proposed Specifications that, inthe determination of the Board of Directors, require broad industry concurrence.

ARTICLE IXMISCELLANEOUS
9.1
Fiscal Year. The fiscal year of this Corporation shall end on the last day ofDecember of each year.
9.2
Inspection of Corporate Records. The books of account and minutes of theproceedings of the Board of Directors, and of any committees of the Board of Directors, shall be
open to inspection at the principal office of this Corporation by each Promoter Member at any
reasonable time upon the written demand of any Promoter Member. Such inspection may be madein person or by an agent or attorney and shall include the right to make photocopies and extracts
at the requesting Promoter Member's expense.
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9.3
Representation of Shares of Other Corporations. Any officer of thisCorporation is authorized to vote, represent and exercise on behalf of this Corporation all rights
incident to any and all shares of any other corporation or corporations standing in the name of thisCorporation. The authority herein granted to said officers may be exercised by such officers inperson or by other persons authorized to do so by proxy duly executed by such officers.
9.4
Checks, Drafts, Etc. All checks, drafts or other orders for payment of money,
notes or other evidences of indebtedness issued in the name of or payable to this Corporation andany and all securities owned by or held by this Corporation requiring signature for transfer shallbe signed or endorsed by such person or persons and in such manner as from time-to-time shall be
determined by the Board of Directors.
9.5
Execution of Contracts. The Board of Directors may authorize any officer,
employee, or agent to enter into any contract or execute any contract or execute any instrument in
the name of and on behalf of this Corporation and such authority may be general or confirmed to
specific instances. Unless so authorized by the Board of Directors, no officer, agent, or employee
shall have any power or authority to bind this Corporation by any contract or engagement or topledge its credit or to render it liable for any purpose or in any amount.
9.6
Corporate Loans, Guarantees and Advances. This Corporation shall not makeany advances or make any loan of money or property to or guarantee the obligation of any Director
or officer.
9.7
Inspection and Disclosure. The Corporation shall keep or cause to be kept correctand complete books and records of account and shall also keep minutes of the proceedings of theBoard of Directors or other documents as may be required by law on its own behalf. The
Corporation shall have available for inspection at its principal office a copy of its three (3) mostrecent annual exempt organization information returns and a copy of its application for recognitionof exemption and determination letter.
9.8
Not for Profit Status. Neither the Corporation nor any of its Members shallindividually or collectively, directly or indirectly, engage in any act that will result in the loss of,or otherwise adversely affect, its status as a tax-exempt organization under the United States
Internal Revenue Code.
9.9
Forms of Notice. Any notice or writing required or permitted under these Bylaws
may be given in writing, in person, by mail, by private carrier or by telephone, electronictransmission (including facsimile and e-mail) or other form of wire or wireless communication.
9.10 Severability. The invalidity of any clause, provision, or Article of these Bylaws
shall not affect the validity or enforceability of the remaining clauses, provisions or Articles.

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ARTICLE X
EFFECTIVE DATE AND AMENDMENT
10.1 Effective Date. These Bylaws shall become effective immediately upon theiradoption. Amendments to these Bylaws shall become effective immediately upon their adoption
unless the Board of Directors of this Corporation in adopting them provide that they are to become
effective at a later date.
10.2 Amendments. These Bylaws may be amended by an affirmative vote of a majorityof the Board of Directors then in office, unless: (a) the specific provision(s) of these Bylaws being
amended sets forth a greater number of affirmative votes for an action, in which case any
amendments to such provision(s) shall require the greater number of affirmative votes set forth insuch provision(s); and/or (b) such an amendment requires an affirmative vote of a majority of thePromoter Members as provided by Section 7150 of the California Nonprofit Corporation Law.

Adopted:
Revised:
Revised:
Revised:
Revised:
Revised:
Revised:
Revised:
Revised:
Revised:
Revised:
Revised:
Revised:
Revised:
Revised:2838405

November 19, 2002
February 7, 2011
April 5, 2012
February 3, 2016
June 8, 2016
July 25, 2019
October 16, 2019
February 12, 2020
April 8, 2020
December 2, 2020 (Deleted Section 7.4; Revised Section 7.7)
December 1, 2021 (Revised Section 3.1; Name Change; Corrections to eliminate
references to the Technical Committee (TC), Section 7.8)
February 2, 2022 (Revised Sections 6.1, 6.5, 6.6, 7.3 and 7.4, and DEI referencechanges)January 25, 2023 (Revised Section 7.3(g))
May 17, 2023 (Revised Section 7.3 to add delegated authorities)
January 17, 2024 (Revised Section 6.2 to extend Board officer terms from one (1)to two (2) years)

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