FIFTH AMENDED AND RESTATEDBYLAWSOFSD CARD ASSOCIATIONA California Nonprofit
Mutual Benefit Corporation

ARTICLE I
GENERAL ORGANIZATION
Section 1.1

Name.

This corporation shall be known as the SD Card Association (hereinafter referred to as the“Corporation”).
Section 1.2

Principal Office.

The principal office of the Corporation shall be in California. The Board of Directors of the
Corporation (the “Board”) is hereby granted full power and authority to change said principal office fromone location to another both within and without the State of California.
Section 1.3

Other Offices.

Branch or subordinate offices may at any time be established by the Board at any place or places.
Section 1.4

Nonprofit Status.

The Corporation shall be a nonprofit corporation and is not empowered to engage directly or
indirectly in any activity, including distribution of its assets upon dissolution, that would invalidate its status
as a California Nonprofit Mutual Benefit organization.
Section 1.5

Language.

English shall be the official language of the Corporation. All proceedings, and all materials, shallbe in English.
Section 1.6

Specifications.

The specific purpose of the Corporation is to further define standards for, and promote market
acceptance of, one or more next generation flash memory card technology and related technologies, including
without limitation formats, host controller and application technologies, through the proposal and adoption ofSpecifications in accordance with the terms and requirements of these Bylaws. The term “Specification” asused herein means and includes one or more sets of requirements (each set identified by a number or letternumber combination “Specification Part”) that is newly adopted as version 1.0, or is a modification oramendment to a Specification Part and adopted as subsequent version thereto such as version 2.0 and following(each a “Version”). The initial adopted Specifications for the first Specification adopted by the Corporation

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1was for Version 1 and Version 1.01 of Specification Parts 1-4 (the “Initial Specifications”), which were jointly
developed by SanDisk Corporation (now known as SanDisk LLC), Toshiba Corporation (now known as
KIOXIA Corporation), and Matsushita Electric Industrial Co., Ltd. (now known as Panasonic Corporation)(collectively, the “Initial 3C Members”). The Initial 3C Members were the founding Executive Members of
the Corporation. SD-3C, LLC, a limited liability company (“SD-3C, LLC”), has agreed to make certain license
rights respecting the Initial Specifications available to all members of the Corporation (each, a “Member”) andothers, pursuant to separate license agreements.
Section 1.7

Open Membership/Antitrust Law Compliance.

The Corporation and its Members shall be at all times dedicated to the principles of full and open
competition, in full compliance with all applicable laws, including all antitrust laws of the United Statesand other nations and governmental bodies. Membership in the Corporation shall be at all times open to
applicants which meet the applicable criteria which are set forth in Article II of these Bylaws.
The Corporation shall at all times have in place an antitrust policy which more formally sets forth
the principles just expressed, and the Corporation and its Members shall at all times adhere to such policy
as it exists from time to time hereafter. Such antitrust policy shall include, without limitation, provisions
prohibiting any restriction against or limitation on any Member’s rights or freedom to make, use, sell,develop or distribute products which compete with products that embody the Specifications.
Section 1.8

SD Association.

The Corporation shall be authorized, in the sole determination of the Board, to use the common
name “SD Association” in its general dealings and shall be authorized to use any other common name as
the Board shall determine. The adoption and usage of any such name or names shall be effected inaccordance with the laws of California and any other applicable laws pertaining to the use of fictitious
business names.

ARTICLE II
MEMBERS
Section 2.1

Related Entities.

No more than one (1) individual employed by or affiliated with Related Entities (as hereinafter
defined) shall be permitted to serve as a director on the Board (a “Director”) at any one time. No more thanone (1) entity among Related Entities may hold an Executive Membership at any one time. For avoidanceof doubt, any Related Entities may join the Corporation as General Members (as hereinafter defined) andupon joining shall be entitled to all of the rights of General Membership.
For purposes of this section, “Related Entities” shall mean, with respect to an Executive Member, such
Executive Member and any corporation, firm, partnership, proprietorship, or other legally recognizable formof business entity, in whatever country organized or resident, that directly or indirectly owns or controls, isowned or controlled by or is in common ownership or control with such Executive Member. For the purposeof this definition, “ownership” shall mean more than fifty percent (50%) beneficial ownership of the equity
securities or interests of the legally recognizable entity or the ability to vote more than fifty percent (50%) of
the aggregate votes cast at a partner or shareholder meeting (or the ability to control any single class of votes),in each case, only so long as such ownership or voting rights continue. For the purpose of this definition,“control” shall mean the power to direct or cause the direction of the management or policies of such legally

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recognizable entity, directly or indirectly, whether through the ownership of voting shares, by contract orotherwise, in each case, only so long as such power continues.
Section 2.2

Conditions of Executive Membership.

The Members who shall have the right to vote in accordance with Section 2.4 below (hereinafterreferred to as “Executive Members”), shall be business entities which meet all of the following criteria:(a)
Are actively engaged in the design, development, manufacture or sale of products
or services which utilize one or more Specification Parts;(b)
Agree to adhere to the Corporation’s Bylaws, its policies and regulations as
adopted from time to time (including, without limitation, its Antitrust Policy, its Intellectual Property
Policy, and any rules and procedures promulgated by its Technical Committee (as hereinafter defined) orother committees);(c)
Agree to timely and fully pay all membership dues, fees and assessments as are
established from time to time by the Board;(d)Agree to reasonably support the committees and/or working groups of the
Corporation, and to take all due steps to ensure that a representative attends meetings of such committees
and/or groups as needed;(e)Agree to publicly support and actively promote the goals and purposes of the
Corporation, including the one or more Specification Parts and their broad industry acceptance andadoption;(f)Have been approved by the Membership Committee (as hereinafter defined) as
having met each of the foregoing criteria; and(g)Meet such other qualifications and requirements as the Board may from time totime specify in the Corporation’s Membership Agreement.
An Executive Member shall remain in good standing provided all dues, assessments and fees,
together with such penalties for late payment as may be determined by the Board, have been paid within
the period set by the Board, and the Executive Member continues to meet all of the other requirements of
Executive Membership.
Section 2.3

Privileges of Executive Membership.

Each Executive Member in good standing shall be entitled to designate a primary Representative (ashereinafter defined) and alternate Representatives of such Executive Member to vote for the election of
directors to the Board as set forth in Section 4.3 below, and on each matter submitted to a vote of the Members,
subject to the restrictions in Section 2.1 above and in this paragraph. Such designations or amended
designations shall be provided in writing to the President of the Corporation or his or her designee at least fivebusiness days prior to any vote of the Members and shall be signed by an authorized representative of such
Executive Member. The primary Representative of an Executive Member may, from time to time, remove
and/or replace the names of the alternate Representatives of such Executive Member by providing an amended
designation of Representatives of such Executive Member to the President of the Corporation or his or her
designee signed by the primary Representative of such Executive Member. Each Executive Member may,from time to time, remove and replace its primary Representative by providing an amended designation ofBoard Approved 20230322

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Representatives of such Executive Member to the President of the Corporation or his or her designee signedby an authorized representative of such Executive Member. Each Executive Membership shall have only one(1) vote on each matter or election of Directors. Each Executive Member in good standing shall be entitled toattend, or designate one or more of its Representatives, to attend the meetings of the Technical Committee(as hereinafter defined) and such other committees as the Board shall determine from time to time. The
right of a Representative of an Executive Member to vote on such committees shall be as set forth herein
and in the charters of such committees. Executive Members who fail to be in good standing, as set forth in
Section 2.2 above, shall not be entitled to vote on any matter.
Additionally, Executive Members shall have all of the rights under the Nonprofit Corporation Lawof the State of California, as amended from time to time (the “Nonprofit Corporation Law”), which areafforded to members of a mutual benefit corporation (as defined in Section 5056 thereof) and shall receive
all publications of the Corporation which are intended for regular distribution as may be determined by the
Board.
A “Representative” of an Executive Member or nonvoting member shall be an employee, officer,
director or consultant of such Executive Member or nonvoting member, as applicable, or of any Subsidiary
Participant (as hereinafter defined) of such Executive Member or nonvoting member, as applicable. A“Subsidiary Participant” means, with respect to an Executive Member, any corporation, firm, partnership,
proprietorship, or other legally recognizable form of business entity, in whatever country organized or
resident, which such Executive Member directly or indirectly owns or controls one hundred percent (100%)of the equity securities or interests of the legally recognizable entity, in each case, only so long as suchownership or voting rights continue and only if such entity has executed a Subsidiary Agreement
contemplated by the Corporation’s Membership Agreement. For the purpose of this definition, “control”
shall mean the Executive Member’s or nonvoting member’s, as applicable, exclusive power to direct or
cause the vote of one hundred percent (100%) of the aggregate votes cast at any partner, member, owner orshareholder meeting of such legally recognizable entity through the ownership of voting shares, by contract
or otherwise.
Section 2.4

Conditions of General Membership.

(a)
General Membership. Any person or entity (whether corporation, partnership, sole
proprietorship, firm, natural person, or organization, and including without limitation colleges, universities,
and other institutes of higher learning) shall have the right to be a General Member (hereinafter referred toas “General Members”) if such person or entity meets all of the following criteria:(b)
Has a demonstrated interest in the design, development, manufacture or sale ofproducts or services which utilize one or more Specification Parts;(c)
Agrees to adhere to the Corporation’s Bylaws, its policies and regulations as
adopted from time to time (including, without limitation, its Antitrust Policy, its Intellectual Property Policy,
and any rules and procedures promulgated by its Technical or other Committees);(d)Agrees to timely and fully pay all membership dues, fees and assessments as are
established from time to time by the Board;(e)Agrees to support and promote the goals and purposes of the Corporation,
including one or more Specification Parts and their broad industry acceptance and adoption; and(f)Meets such other qualifications and requirements as the Board may from time totime specify in the Corporation’s Membership Agreement.

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A General Member shall remain in good standing provided all dues, assessments and fees, together
with such penalties for late payment as may be determined by the Board, have been paid within the period set
by the Board, and the General Member continues to meet all of the other requirements of General
Membership.
Section 2.5

Privileges of General Membership.

(a)
Each General Member in good standing shall be entitled to attend, or designate
one or more Representatives of such General Member to attend, as an observer and in a non-voting capacity,
the meetings of the Technical Committee, Marketing Committee, and such other committees as the Board
shall determine from time to time and shall receive all publications of the Corporation which are intended
for regular distribution as may be determined by the Board. General Members shall be included in the classof persons referred to in these Bylaws as “nonvoting members.” General Members may not attend Board
meetings, including Board committee or Board ad-hoc sub-committee meetings.
Notwithstanding the foregoing, General Members will not be entitled to:(b)
Attend Board meetings, including without limitation Board committee or Board
ad-hoc sub-committee meetings, unless, and only to the extent that, a Representative of such General
Member has been designated in writing pursuant to Section 2.3 above and is serving as the Director at therequest of an Executive Member;(c)
Any voting rights on any committees, working group and or ad-hoc subcommittees, unless, and only to the extent that, a Representative of such General Member has been
designated in writing pursuant to Section 2.3 above and is subject to the limitations set forth herein and in
the charters of such committees.
(d)
Be considered members of a mutual benefit corporation (as defined in Section
5056 of the Nonprofit Corporation Law); or(e)
Section 2.6

Be included in the term “Members” under these Bylaws.
Other Classes of Members.

(a)
The Executive Members may create, by adopting an amendment to these Bylaws,
one or more other classes of membership in the Corporation and may prescribe the designations, voting
rights (if any), powers, privileges and method of selection of members of each such class. Only classes ofmembership which have voting rights in the Corporation shall be included in the term “Member” underthese Bylaws, and classes of membership without voting rights shall be included in the term “nonvoting
member.”Section 2.7

Deprivation or Suspension of Membership.

Any Member or nonvoting member may be deprived of its membership or be suspended for cause
by a majority vote of the Board. Cause shall be construed as failing to continue to meet the conditions of
Executive Membership under Section 2.2 or the conditions of General Membership under Section 2.4. No
deprivation or suspension of membership shall be effective unless:(a)
The Member or nonvoting member is given written notice of the proposed
deprivation or suspension of membership and of the reasons therefor;

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(b)Such notice is delivered personally or by first class or registered mail sent to thelast address of the Member or nonvoting member shown on the Corporation’s records;(c)Such notice is given at least fifteen (15) days prior to the effective date of the
proposed deprivation or suspension of membership; and(d)Such notice sets forth a procedure, determined by the Membership Committee, todecide whether or not the proposed deprivation or suspension take place whereby the Member or nonvoting
member is given the opportunity to be heard by such person or body, either orally or in writing, not lessthan five (5) days before the effective date of the proposed deprivation or suspension.
Section 2.8

Resignation by Member; Assignment of Membership.

A Member or nonvoting member may resign at any time. Notwithstanding any such resignation, aMember or nonvoting member shall remain fully liable for any outstanding and unpaid obligations to the
Corporation for membership dues and assessments which arose during any period prior to the date whichis thirty (30) days prior to the effective date of such resignation.
No membership in the Corporation, whether Executive Member or General Member, may be
assigned without the written approval of the Corporation, and any purported assignment without such
written approval shall be null and void.
Section 2.9

Membership List.

The name and address of each Member and nonvoting member shall be contained in a membership
list to be maintained at the principal office of the Corporation. Termination of any membership shall berecorded on the list together with the date of such termination. The Members and nonvoting members shallbe responsible for apprising the Corporation of all changes of name and address and such other informationas may be required by the Nonprofit Corporation Law.
Section 2.10

Levy of Dues, Assessments or Fees.

The Corporation may levy dues, assessments or fees upon its Members and nonvoting members,
but a Member or nonvoting member upon learning of any such dues, assessments or fees may (subject tothe provisions of Section 2.8) avoid liability therefor by promptly resigning from membership, except where
the Member or nonvoting member is, by contract or otherwise, liable for such dues, assessments or fees.
Section 2.11

Membership Committee and Admissions Decisions.

The provisions of this Section 2.11 are subject to any delegation of Membership Committee
functions pursuant to Section 5.2.
The Membership Committee shall process applications for membership in the Corporation andshall, in its sole discretion, determine whether an applicant meets the admissions criteria established under
Section 2.2 for Executive Membership and Section 2.4 for General Membership. If the Membership
Committee determines by majority vote of its members that an applicant meets the admissions criteria under
Sections 2.2 and 2.4, as applicable, the applicant will be admitted for the membership for which it qualified.
Otherwise, the application will be considered rejected.

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ARTICLE III
MEETINGS OF MEMBERS
Section 3.1

Place and Hour of Meetings.

All meetings of the Members shall be held either at the principal office of the Corporation or atsuch other place within or without the State of California and at such hour as may be designated by the
Board in the notice of such meeting or in the waiver of notice thereof.
Section 3.2

Annual Meeting.

The annual meetings of the Members shall be held on such day and at such hour as may be fixedby the Board. In any year in which Directors are elected, the election shall be held at the annual meeting
unless the Directors are chosen by written ballot pursuant to Section 3.8 of these Bylaws or in some othermanner authorized by the Nonprofit Corporation Law. Any other proper business may be transacted at suchannual meeting.
Section 3.3

Special Meetings.

Special meetings of the Members may be called at any time by the Board, the Chairman of theBoard, the President, or by Members entitled to cast not less than five percent (5%) of the votes at themeeting.
Upon request by any person or persons entitled to call a special meeting of the Members, theChairman of the Board, President, Vice President or Secretary shall, within twenty (20) days after receiptof the request, cause notice to be given to the Members entitled to vote at such meeting that a special
meeting will be held at a time chosen by the Board, but not less than thirty-five (35) nor more than ninety(90) days after receipt of the request.
Section 3.4

Notice of Meetings or Reports.

(a)Written notice of each annual or special meeting of Members shall be given notless than ten (10) days nor more than ninety (90) days before the date of the meeting to each Member entitledto vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class,registered, or certified mail, that notice shall be given not less than twenty (20) days before the meeting. Suchnotice shall be given (i) personally or (ii) by mail or other means of written communication, addressed ordelivered to each such Member at the mailing address of such Member appearing on the books of the
Corporation or given by the Member to the Corporation for the purpose of such notice. If no mailing address
appears or is given, notice shall be given either personally or by mail or other means of written communication
addressed to the Member at the place where the principal office of the Corporation is located, or by publication
at least once in a newspaper of general circulation in the county in which the principal office of the Corporation
is located. The notice shall be deemed to have been given at the time when delivered personally or depositedin the mail or sent by other means of written communication. An affidavit of giving of any notice or report inaccordance with the provisions of this Section 3.4(a), executed by the secretary, assistant secretary or any
transfer agent, shall be prima facie evidence of the giving of the notice or report. If any notice or reportaddressed to the Member at the address of the Member appearing on the books of the Corporation is returnedto the Corporation by the United States Postal Service marked to indicate that the United States Postal Service
is unable to deliver the notice or report to the Member at the address, all future notices or reports shall bedeemed to have been duly given without further mailing if the same shall be available for the Member upon

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written demand of the Member at the principal office of the Corporation for a period of one year from thedate of the giving of the notice or report to all other Members.
(b)
As an alternative to the provision of notice as described in Section 3.4(a) above,
notice may be given by “electronic transmission” unless (i) the Corporation is unable to deliver two
consecutive notices to the Member by that means or (ii) the inability to so deliver the notices to the Member
becomes known to the Secretary, any assistant secretary, the transfer agent, or other person responsible forthe giving of the notice. For the purposes of this Section 3.4(b), “electronic transmission” shall mean acommunication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to thefacsimile number or electronic mail address, respectively, for that recipient on record with the Corporation,(2) posting on an electronic message board or network which the Corporation has designated for thosecommunications, together with a separate notice to the recipient of the posting, which transmission shall bevalidly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other meansof electronic communication, (b) to a recipient who has provided an unrevoked consent to the use of thosemeans of transmission for communications under or pursuant to this code, and (c) that creates a record thatis capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible
form. However, an electronic transmission to an individual Member of the Corporation who is a natural
person (and if also an officer or Director of the Corporation, only if communicated to the recipient in that
person’s capacity as a Member), is not authorized unless, in addition to satisfying the requirements of thissection, the consent to the transmission has been preceded by or includes a clear written statement to therecipient as to (a) any right of the recipient to have the record provided or made available on paper or in nonelectronic form, (b) whether the consent applies only to that transmission, to specified categories ofcommunications, or to all communications from the Corporation, and (c) the procedures the recipient must
use to withdraw consent.
(c)Each Member is responsible for ensuring that the contact person and his/hercontact information provided to the Corporation is correct and complete at all times, including without
limitation a valid mailing address and electronic mail address for such contact person.
(d)
All such notices shall state the place, the date and the hour of such meeting, andshall state such matters, if any, as may be expressly required by the Nonprofit Corporation Law.
(e)
The notice (or a written waiver of notice) must state the general nature of any
proposed action by the Members with respect to the following: (i) removing a Director without cause; (ii)filling vacancies on the Board by the Members; (iii) amending the Articles of Incorporation; (iv) approving
a contract or transaction in which a Director has a material financial interest; (v) approving the dissolutionof the Corporation; or (vi) approving a plan of distribution of assets, other than cash, in liquidation when
the Corporation has more than one class of voting membership outstanding. Any actions specified in thisSection 3.4(c) shall have a special quorum requirement as more fully described in Section 3.7(c).
(f)
The notice of any regular, annual, or special meeting at which directors are to beelected shall include the names of all those who are nominees at the time the notice is given. Notices of any
annual meeting of Members shall state those matters which the Board, at the time of the giving of the notice,intends to present for action by the Members, but, except as provided from time to time by the Nonprofit
Corporation Law, any proper matter may be presented for action at the meeting, provided the number ofMembers attending the meeting constitutes a quorum and is empowered to vote upon the matter under
Section 3.7 below. Notices of any special meetings shall specify the general nature of the business to betransacted thereat and no other business may be transacted except as may from time to time be permitted
pursuant to the Nonprofit Corporation Law.

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(g)All notices shall be sent by the Secretary or an Assistant Secretary, or if there be
no such officer, or in the case of such officer’s neglect or refusal to act, by any other officer, or by those
persons calling the meeting.
(h)The same procedure for the giving of notice shall apply to the giving of any report

to Members.
Section 3.5

Adjournment of Meetings.

Any annual or special meeting of the Members, whether or not a quorum is present, may be
adjourned from time to time for up to forty-five (45) days by the vote of a majority of the Members present,
but in the absence of a quorum, no other business may be transacted at such meeting, except as provided in
Section 3.7 of these Bylaws.
Section 3.6

Voting.

(a)
Except as otherwise provided in the Articles of Incorporation and the charters of
the committees of the Board or other committees of the Corporation and subject to Sections 2.3 and 7.3
herein, each Executive Member shall be entitled to one vote on each matter submitted to a vote of the
Executive Members. Vote may be viva voce or by ballot as determined by the presiding officer of themeeting; provided, however, that elections for Directors must be by ballot upon demand made by an
Executive Member at the meeting and before the voting begins.
(b)election of Directors.
Section 3.7

No Executive Member shall be entitled to cumulate such Member’s votes for any
Quorum.

(a)Fifty-one percent (51%) of all Executive Members entitled to vote shall constitutea quorum at any meeting of the Members which was not called to discuss an action enumerated in Section
3.4(e) or Section 10.2(b).
(b)
Thirty-four percent (34%) of all Executive Members entitled to vote shallconstitute a quorum in any vote on a proposal to modify a Specification Part pursuant to Section 10.2(b).
(c)
Eighty percent (80%) of all Executive Members entitled to vote shall constitute a
quorum at any meeting of the Members which was called to discuss an action enumerated in Section 3.4(e)or in Section 10.2(d). Approval of an action of the types set forth in Section 3.4(e) is valid only if the generalnature of the action was stated in the notice of meeting (or a written waiver of notice) or if approval is byunanimous vote of all the Executive Members entitled to vote.
(d)
If a quorum is present, the affirmative vote of a majority of the Executive Members
represented at the meeting and entitled to vote on any matter shall be the act of the Executive Members,
unless otherwise required by the Articles of Incorporation or the Bylaws of this Corporation or the Nonprofit
Corporation Law.
(e)
The Executive 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
Executive Members to leave less than a quorum, if any action taken (other than adjournment) is approvedby at least a majority of the Executive Members required to constitute a quorum.

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Section 3.8

Action Without Meeting.

(a)
Any action which may be taken at any meeting of Executive Members may betaken without a meeting and without prior notice, if the Corporation distributes a written ballot to every
Executive Member entitled to vote on that action, and if (i) the number of votes cast by ballot within thetime period specified in the ballot equals or exceeds the quorum required to be present at a meeting
authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would
be required to approve at a meeting at which the total number of votes cast was the same as the number ofvotes cast by ballot.
(b)
Ballots 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. Ballots shall be delivered either personally or by mail or other means of written
communication, addressed to the Executive Members at the address of each such Member appearing on thebooks of the Corporation or given by the Member for the purpose of receiving notices. If no address appearson the books of the Corporation or has been given to the Corporation, or if ballots are returned by the UnitedStates Postal Service as undeliverable, ballots for such Members shall be solicited in a manner consistent
with the requirements of the Nonprofit Corporation Law. All such solicitations shall indicate the number of
responses needed to meet the quorum requirement and, with respect to ballots other than for the election of
directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitationmust specify the time by which the ballot must be received in order to be counted.
(c)Ballots submitted by electronic transmission may be offered as a substitute for
written ballots as long as such electronic transmission is (a) delivered by (1) facsimile telecommunication
or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the
Corporation has provided from time to time to Members and directors for sending communications to the
Corporation, (2) posting on an electronic message board or network which the Corporation has designatedfor those communications, and which transmission shall be validly delivered upon the posting, or (3) othermeans of electronic communication, (b) as to which the Corporation has placed in effect reasonablemeasures to verify that the sender is the Member (in person or by proxy) or director purporting to send thetransmission, and (c) that creates a record that is capable of retention, retrieval, and review, and that may
thereafter be rendered into clearly legible tangible form.
(d)A written ballot (including an electronic ballot) may not be revoked.

(e)Directors may be elected by written ballot under this section.

Section 3.9

Proxies.

A Member entitled to vote may only do so in person or, if permitted, by written ballot, and may not
exercise any voting rights by proxy.
Section 3.10

Form of Written Ballot.

(a)
If the Corporation has one hundred (100) or more Members entitled to vote on amatter at the time a written ballot concerning such matter is solicited, the form of any such written ballot
shall afford an opportunity on the form of written ballot to specify a choice between approval anddisapproval of each matter or group of related matters intended, at the time the written ballot is distributed,
to be acted upon by such written ballot, and shall provide, subject to reasonable specified conditions, that
where the person solicited specifies a choice with respect to any such matter the vote shall be cast inaccordance therewith.

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(b)
In any election of directors, any form of written ballot in which the directors to bevoted upon are named therein as candidates and which is marked by an Executive Member “withhold” orotherwise marked in a manner indicating that the authority to vote for the election of directors is withheld
shall not be voted either for or against the election of a director.
(c)Failure to comply with this section shall not invalidate any action taken by the
Corporation, but may be the basis for challenging any written ballot.
Section 3.11

Inspectors of Election.

(a)
In advance of any meeting of Members, the Board may appoint inspectors ofelection to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed,
or if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of members may,and on the request of any Member shall, appoint inspectors of election (or persons to replace those who sofail or refuse) at the meeting. The number of inspectors shall be either one or three. If appointed at a meetingon the request of one or more Members, the majority of Members represented shall determine whether one
or three inspectors are to be appointed.
(b)
The inspectors of election shall determine the number of Executive Memberships
outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum,
receive votes, ballots or consents, hear and determine all challenges and questions in any way arising inconnection with the right to vote, count and tabulate all votes or consents, determine when the polls shallclose, determine the result and do such acts as may be proper to conduct the election or vote with fairness
to all Members.
(c)
The inspectors of election shall perform their duties impartially, in good faith, tothe best of their ability and as expeditiously as is practical. If there are three inspectors of election, thedecision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.
Any report or certificate made by the inspectors of election is prima facie evidence of the facts statedtherein.
Section 3.12

Nomination and Election Procedures.

(a)
As to Directors elected by the Executive Members, the Board shall, or if no quorumof the Board exists, the person or persons calling the meeting shall, establish reasonable nomination and election
procedures given the nature, size, and operations of the Corporation, including a reasonable means of
nominating a person for election as a Director, a reasonable opportunity for a nominee to communicate to theMembers the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity
for all nominees to solicit votes, and a reasonable opportunity for Members to choose among the nominees. If
at any time the Corporation has more than five hundred (500) Members, the Corporation shall comply with theprovisions of Sections 7521 through 7523 of the Nonprofit Corporation Law.
(b)
Upon written request by any nominee for election to the Board and the payment
with such request of the reasonable costs of mailing (including postage), the Corporation shall within ten(10) business days after such request (provided payment has been made) mail to Members, or such portionof them as the nominee may reasonably specify, any material which the nominee may furnish and which isreasonably related to the election; or, in the alternative, and at the option of the Corporation, the Corporation
shall within five (5) business days after the request allow the nominee the right to inspect and/or obtain acopy of the record of all Members’ names, addresses and voting rights as provided by Section 8330 of theNonprofit Corporation Law.

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Section 3.13

Order of Business.

The order of business at all meetings of Members shall be as determined by the presiding officer,
but the order of business to be followed at any meeting at which a quorum is present may be changed by avote of the Members.

ARTICLE IV
DIRECTORS
Section 4.1

Powers.

Subject to the limitations stated in the Articles of Incorporation, these Bylaws, and the Nonprofit
Corporation Law as to actions which shall be approved by the Executive Members, and subject to the duties
of Directors as prescribed by the Nonprofit Corporation Law, all corporate powers shall be exercised by, or
under the direction of, and the business and affairs of the Corporation shall be managed by, the Board.
Section 4.2

Number of Directors.

The authorized number of Directors shall be not less than three (3) and not more than thirty-one(31). The authorized number of Directors may only be changed by an amendment to this Section 4.2, duly
adopted by not less than sixty-six and two-thirds percent (66 2/3%) of all Executive Members. The term“all Executive Members” as used from time to time throughout these Bylaws shall mean one hundred
percent (100%) of all Executive Members of the Corporation who are at such time in good standing,regardless whether such Executive Members are present at any relevant meeting of the Corporation or
submit written or electronic votes in any relevant vote of the Corporation.
Section 4.3

Composition of Board of Directors.

Pursuant to California Corporations Code Section 7220(d), a maximum of three (3) Directors at
any one time shall serve by designation under the rules of Section 4.4. The remaining Directors shall beelected pursuant to Section 4.5. The provisions of this Section 4.3 may not be amended or deleted except
upon the written consent of each of the designated Directors then in office and representing the Initial 3C
Members or their respective Legal Successors (as defined in Section 4.4(c)).
Section 4.4

Initial 3C and Legal Successor Board Representatives.

(a)
Each Initial 3C Member (while still an Executive Member in good standing) and,provided that its Predecessor (as defined in Section 4.4(c)) shall not have released pursuant to Section 4.4(b)such Predecessor’s right to designate a Director, the Legal Successor, if any, of an Initial 3C Member (while
such Legal Successor is still an Executive Member in good standing), shall designate one (1) Director to serveon the Board (each of whom is referred to herein as a “designated Director”). A designated Director must be
a Representative of such Executive Member. Each such Initial 3C Member and each such Legal Successor
shall also be entitled to designate another Representative of such Executive Member as its Alternate Director(as such term is defined in Section 4.5(a)). Each such Initial 3C Member and each such Legal Successor shallhave the option to remove its designated Director (or Alternate Director) and, subject to Sections 4.4(b) and4.4(c), replace, such Director (or Alternate Director) at any time, with or without cause. No other entity orentities, including the Executive Members or the Board, shall have any right to remove a Director (or Alternate
Director) designated pursuant to this Section 4.4 (a) unless such removal is for cause pursuant to Section 4.7(a);in the event of a removal pursuant to Section 4.7(a), the relevant Initial 3C Member or Legal Successor, if it isBoard Approved 20230322

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still an Executive Member in good standing and has not released pursuant to Section 4.4(b) the right todesignate a Director, shall designate a different designated Director (or Alternate Director).
The term of office of a designated Director shall be two (2) years, but shall terminate earlier upon
the first to occur of (i) the death, disability, resignation, or removal of such Director or (ii) the Initial 3C
Member or Legal Successor which had designated such Director either (x) releases pursuant to Section 4.4(b)the right to designate a Director or (y) ceases to be an Executive Member in good standing, however
occurring. The term of office of a designated Alternate Director shall be the same as that of the designatedDirector of the same Executive Member except that any earlier termination due to death, disability,
resignation or removal shall instead be based on the death, disability, resignation or removal of suchdesignated Alternate Director. The Initial 3C Member or Legal Successor which originally designated aparticular designated Director shall be entitled to fill the vacancy in its designated Director's directorshipprovided that it is still an Executive Member in good standing and neither such Executive Member nor its
Predecessor (if such Executive Member is a Legal Successor) shall have released pursuant to Section 4.4(b)the right to designate a Director. The provisions of this Section 4.4(a) may not be amended except upon thewritten consent of each of the designated Directors (but not Alternate Directors) then on the Board andrepresenting the Initial 3C Members or their respective Legal Successors.
(b)
An Initial 3C Member or Legal Successor may, by written notice to the
Corporation (including a statement in an electronic mail message directed to the Corporation, any officer
thereof or its Executive Director to the same effect), release its right to designate a Director to serve on the
Board. Such release (i) shall be effective when such notice is given to the Corporation (its “effective date”),(ii) shall be irrevocable whether or not expressly made irrevocable by its terms and (iii) shall also apply toand include the right to designate any Alternate Director, whether or not so stated in the notice. Effective
July 24, 2018, Toshiba Corporation released its right to designate a Director.
Notwithstanding any provision contained in these Bylaws to the contrary, the designated Director
who is serving on the Board on the effective date of such a release by an Initial 3C Member or Legal
Successor shall cease to qualify to serve as a Director as of the effective date of such release; the relevant
Initial 3C Member or Legal Successor shall not have the right to fill the resulting vacancy on the Board
pursuant to Section 4.4(a); and such resulting vacancy may be filled by the Board or by the Executive
Members pursuant to Section 4.8(b) or 4.8(c), respectively, or by the Executive Members in an election atan annual meeting pursuant to Section 4.5; and if such resulting vacancy is not left permanently vacant, theDirector from time to time after the effective date of such release who is elected to and holding that
directorship shall serve by election and not by designation for all purposes of these Bylaws.
(c)
The term “Legal Successor” refers to that entity which is the legal successor ininterest to either (i) an Initial 3C Member or (ii) a prior successor of an Initial 3C Member (as applicable its“Predecessor”) pursuant to a merger, acquisition, change of control, or other transfer of all or substantially allof the assets of its business related to the purpose of the Corporation as stated in section 1.6 of these Bylaws(“Transfer Transaction”), provided that such entity shall have applied for and been admitted as an Executive
Member of the Corporation no later than the later of (x) the ninetieth (90th) day after the effective date of such
Transfer Transaction; and (y) the one hundred and eightieth (180th) day after the approval of this Fifth
Amended and Restated Bylaws (the “Transfer Admittance Date”). Notwithstanding Section 4.4(a) or any
other provision contained in these Bylaws to the contrary, if that entity is not already an Executive Member
on the effective date of the closing of such Transfer Transaction, then both the designated Director then servingon the Board and also any Alternate Director who had been designated by such entity’s Predecessor shallcease to qualify to serve as a Director or Alternate Director as of the effective date of the closing of such
Transfer Transaction, and the resulting vacancy on the Board may be filled by such entity only after such
entity’s admission as an Executive Member which occurs on or before such Transfer Admittance Date. If,
however, such entity is not admitted as an Executive Member on or before such Transfer Admittance Date,

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admitted as an Executive Member, and the resulting vacancy on the Board may be filled by the Board orby the Executive Members pursuant to Section 4.8(b) or 4.8(c), respectively, or by the Executive Members
in an election at an annual meeting pursuant to Section 4.5; and if such resulting vacancy is not left
permanently vacant, the Director from time to time after such Transfer Admittance Date who is elected toand holding that directorship shall serve by election and not designation for all purposes of these Bylaws.
Section 4.5

Alternate Directors; Election, Term of Office and Qualifications of Elected
Directors.

(a)Each Director shall have an alternate to serve in the capacity of Director in theevent of the death, disability, resignation, removal, or absence of the Director; such alternate shall bereferred to as an “Alternate Director”. When serving in the capacity of Director, the Alternate Director
shall have all the rights, privileges and responsibilities of the Director. Alternate Directors shall be entitled
to attend all regular and special meetings of the Board and shall have all rights (including voting rights) of
the Director in the absence of the Director.
(b)
In the event that the Alternate Director is serving as a director due to the absence of
the Director, such Director shall regain all of the rights, privileges and responsibilities of director status upon
the termination of his absence. In the event that the Alternate Director is serving as a Director due to thedeath, disability, resignation, or removal of the Director, the Alternate Director shall immediately become a
Director, and the corresponding position of Alternate Director shall become vacant.
(c)
The Directors (and their accompanying Alternate Directors) other than thoseserving by designation pursuant to Section 4.4(a) shall be elected at an annual meeting of Executive
Members, by written ballot, electronic ballot or in some other manner authorized by the Nonprofit
Corporation Law. Each candidate for a Director position shall run for election with a candidate for theAlternate Director position corresponding to that Director. The provisions of this Section 4.5(c) may not be
amended except by a vote of not less than sixty-six and two-thirds percent (66-2/3%) of all Executive
Members.
(d)
The terms of the elected Directors (and their accompanying Alternate Directors)
shall be two (2) years or until such Director’s (and the accompanying Alternate Director’s) successor iselected and qualified, or the Executive Members declare such Director’s and/or Alternate Director’s
position to be vacant. In the event of the death, disability, resignation, or removal of the Director, theAlternate Director shall become a Director and serve out the remainder his or her predecessor’s term or
until his or her own death, disability, resignation, or removal.
(e)Each Director and Alternate Director must be a Representative of an Executive
Member in order to be eligible to serve as a Director or Alternate Director. The Executive Member or
Subsidiary Participant of such Executive Member employing such Director and Alternate Director must
make efforts to use one or more of the Specification Parts as a standard for flash memory card technology
and related technologies.
(f)
If a Director or Alternate Director elected by the Executive Members was a
Representative of an Executive Member at the time of his or her election to the Board, and subsequently
ceases to be a Representative of such Executive Member and becomes a Representative of another
Executive Member (which is not a member of a Related Entity with a Representative who is serving as a
Director or Alternate Director), then that Director or Alternate Director shall be subject to reconfirmationby the Executive Members, at a meeting of the Executive Members which shall be held no later than thefirst general meeting of this organization following the event triggering application of this section. If that

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Director or Alternate Director is not reconfirmed by the Executive Members, that Director or Alternate
Director shall automatically be removed from office and the resulting vacancy shall be filled in an election
by the Executive Members, at the next meeting of the Executive Members.
(g)
If a Director or Alternate Director elected by the Executive Members was a
Representative of an Executive Member at the time of his or her election to the Board, and subsequently
ceases to be a Representative of such Executive Member and becomes a Representative of a non-member, aGeneral Member or of an Executive Member which is a member of a Related Entity with a Representative
who is then currently serving as a Director or Alternate Director, then such Director or Alternate Director
who has changed employment shall automatically be removed from office and the resulting vacancy shallbe filled in an election by the Executive Members, at a meeting of the Executive Members which shall beheld no later than the first general meeting of the Corporation following the event triggering application ofthis section.
(h)
In the event that a Director and the Director’s corresponding Alternate Director isunable to attend a meeting of the Board, the Director shall be entitled to have an observer attend thatmeeting, provided that the Director has obtained the prior approval of a majority of the Directors then in
office. An observer attending at the request of the Director shall have no right to participate or vote at themeeting.
(i)
All other provisions of these Bylaws, and procedures relating to Directors, apply
equally to the Alternate Directors as to the Directors (when such Alternate Directors are serving as
Directors), unless otherwise noted. All references to the Board, and to Directors in general, shall be deemed
to include any Alternate Director serving in the capacity of a Director.
Section 4.6

Resignation.

Any Director or Alternate Director may resign at any time by giving written notice of such
resignation to the Chairman of the Board, the President, the Secretary or the Board of the Corporation. Such
resignation shall take effect at the time specified in the notice; provided, however, that if the resignation is
not to be effective upon receipt of the notice by the Corporation, the Corporation must accept the effective
date specified. If the resignation is effective at a future time, a successor may be elected to take office when
the resignation becomes effective.
Section 4.7

Removal.

(a)
The Board may declare vacant the office of a Director or Alternate Director who
has been declared of unsound mind by a final order of court, or convicted of a felony, or, in case the
Corporation is holding assets in charitable trust, been found by a final order or judgment to have breached
any duty arising as a result of Section 7238 of the Nonprofit Corporation Law. In addition, the Board may
declare vacant the office of a Director and such Director’s Alternate Director in the event that neither has
attended three (3) consecutive regularly scheduled Board meetings.
(b)
The Executive Members may remove a Director or Alternate Director withoutcause by holding a meeting in compliance with the notice provisions of Section 3.4(c) and the quorum
requirements of Section 3.7(b), subject to the provisions of Section 4.4.
(c)
No reduction of the authorized number of Directors or Alternate Directors shallhave the effect of removing any Director or Alternate Director prior to the expiration of such Director’s or
Alternate Directors term of office.

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Section 4.8

Vacancies.

(a)A vacancy in the Board shall be deemed to exist in case of the death, disability,
resignation or removal of any Director or Alternate Director, or if any Director or Alternate Director ceases
to qualify to serve as a Director, or if the authorized number of Directors is increased, or if the Executive
Members declare vacant the position of any elected Director whose term has expired.
(b)
Vacancies on the Board in the position of an elected Director, other than a vacancy
created by the removal of a Director or Alternate Director, may be filled by the vote of a majority of the
Directors then in office. The term of a Director or Alternate Director so elected shall be the unexpired
portion of the term of the Director or Alternate Director, if any, that the Director or Alternate Director soelected is replacing. Any such newly elected Director or Alternate Director must meet all qualifications
listed in 4.5(e).
(c)
The Executive Members may elect a Director or Alternate Director at any time tofill any vacancy not filled by the Board, including a vacancy resulting from the removal of a Director or
Alternate Director by the Executive Members. Any such newly elected Director or Alternate Director mustmeet all qualifications listed in 4.5(e).
Section 4.9

Organization Meeting.

Immediately after each annual meeting of Members, the Board shall hold a regular meeting for the
purpose of organization, the election of officers and the transaction of other business. No notice of suchmeeting need be given.
Section 4.10

Other Regular Meetings.

In addition to the organization meeting, the Board shall have a minimum of one (1) regular meeting
each calendar year. The Board may provide by resolution the time and place for the holding of regularmeetings of the Board; provided, however, that if the date so designated falls upon a legal holiday, then themeeting shall be held at the same time and place on the next succeeding day which is not a legal holiday.
No notice of such regular meetings of the Board need be given.
Section 4.11

Calling Meetings.

Regular or special meetings of the Board (other than regular meetings held pursuant to Sections 4.7
and/or 4.8 of these Bylaws) shall be held whenever called by the Chairman of the Board or the President or
any two (2) Directors of the Corporation.
Section 4.12

Place of Meetings.

Meetings of the Board shall be held at any place within or without the State of California which
may be designated in the notice of the meeting, or, if not stated in the notice or if there is no notice,designated by resolution of the Board. In the absence of such designation, meetings of the Board shall beheld at the principal office of the Corporation.
Section 4.13

Telephonic Meetings.

Members of the Board may participate in special meetings and, solely as provided below in thisSection 4.13, regular meetings, through use of conference telephone or similar communications equipment,
so long as all members participate in such meeting can hear one another. Participation in a meeting pursuant

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to this Section 4.13 constitutes presence in person at such meeting. Directors shall be required to attend
regular meetings in person except for any regular meeting or meetings with respect to which the Board
determines in advance at a special meeting of the Board, by the affirmative vote of at least two-thirds (2/3)
of the Directors present, that in-person attendance at such regular meeting or meetings should not be
required due to public health emergency, natural disaster, labor unrest, war, insurrection or otherextraordinary circumstances that could endanger the health or safety of the attendees.
Section 4.14

Notice of Special Meetings.

Written notice of the time and place of special meetings of the Board shall be delivered personallyto each Director, or sent to each Director by first class mail, telephone, telegraph, facsimile, or electronic
mail transmission in compliance with Section 3.4(b) above. In case such notice is sent by mail, it shall bedeposited in the mail at least four (4) days prior to the time of the holding of the meeting. In case such notice
is delivered personally, or by telephone, telegraph, facsimile or electronic mail transmission, it shall be sodelivered at least forty-eight (48) hours prior to the time of the holding of the meeting. Such notice may be
given by the Secretary of the Corporation or by the persons who called said meeting. Such notice need not
specify the purpose of the meeting. Notice shall not be necessary if appropriate waivers, consents and/or
approvals are filed in accordance with Section 4.15 of these Bylaws.
Section 4.15

Waiver of Notice.

Notice of a meeting need not be given to any Director who signs a waiver of notice, or a writtenconsent to holding the meeting or an approval of the minutes of the meeting, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack ofnotice to such Director. All such waivers, consents and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. Neither the business to be transacted at, nor the purpose of,any regular or special meeting of the Directors, or of a committee of Directors, need be specified in any
such waiver, consent or approval.
Section 4.16

Action Without Meeting.

Any action required or permitted to be taken by the Board may be taken without a meeting, if all
members of the Board shall individually or collectively consent in writing to such action. Such writtenconsent or consents shall be filed with the minutes of the proceedings of the Board. Such action by writtenconsent shall have the same force and effect as a unanimous vote of such Directors.
Section 4.17

Quorum.

The majority of the total number of Directors then in office shall constitute a quorum for thetransaction of business. Every act or decision done or made by a majority of the Directors present at a
meeting duly held at which a quorum is present shall be the act of the Board, unless the Articles ofIncorporation, these Bylaws, or the Nonprofit Corporation Law specifically requires a greater number. In
the absence of a quorum at any meeting of the Board, a majority of the Directors present may adjourn themeeting as provided in Section 4.18 of these Bylaws. A meeting at which a quorum is initially present may
continue to transact business, notwithstanding the withdrawal of enough Directors to leave less than aquorum, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 4.18

Adjournment.

Any meeting of the Board, whether or not a quorum is present, may be adjourned to another timeand place by the vote of a majority of the Directors present. If the meeting is adjourned for more than

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twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the timeof the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 4.19

Inspection Rights.

Every Director shall have the absolute right at any reasonable time to inspect, copy and makeextracts of, in person or by agent or attorney, all books, records and documents of every kind and to inspect
the physical properties of the Corporation.
Section 4.20

Fees and Compensation.

Directors shall not receive any stated salary for their services as Directors, but, by resolution of theBoard, a fixed fee may be allowed for attendance at each meeting. Directors may be reimbursed in suchamounts as may be determined from time to time by the Board for expenses paid while acting on behalf of
the Corporation and/or expenses incurred in attending meetings of the Board. Nothing herein contained
shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation therefor.
Section 4.21

Licensing Agreements.

A majority of the Board Members shall be empowered on behalf of the Corporation to enter intoone (1) or more licensing agreements with Members and/or third parties respecting, among other things,
the Corporation’s intellectual property, including its trademarks, service marks, logos, copyrights and thelike.

ARTICLE V
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 5.1

Executive Committee.

The Board may, by resolution adopted by not less than sixty-six and two-thirds percent (66 2/3%) of
the Directors then in office, create an Executive Committee, consisting of seven (7) or more Directors and no
persons who are not Directors (the “Executive Committee”). The Board may designate one or more Directors
as alternate members of such committee, who may replace any absent member of any meeting of thecommittee. The Executive Committee, subject to any limitations imposed by the Nonprofit Corporation Law,or imposed by the Articles of Incorporation, by these Bylaws, and/or the Board, shall have and may exercise
all of the powers of the Board which are delegated to the Executive Committee from time to time by the
Board; provided, however, that the Executive Committee shall have no authority with respect to:(a)

The approval of any action which also requires approval of the Executive(b)

The filling of vacancies on the Board or on any committee thereof.

Members.

(c)committee thereof.
(d)

The fixing of compensation of the Directors for serving on the Board or on any
The adoption, amendment or repeal of Bylaws.

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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)

The appointment of committees of the Board or the members thereof.

(g)
The expenditure of corporate funds to support a nominee for Director after there
are more people nominated for Director than can be elected.
(h)
The approval of any self-dealing transaction within the meaning of Section 5233
of the Nonprofit Corporation Law (except as otherwise permitted by subdivision (d) thereof).
Section 5.2

Membership Committee.

The Membership Committee shall have sole and exclusive responsibility for processing
applications for membership in the Corporation. The Membership Committee shall be comprised of up to
five (5) Directors elected by the Board. The Membership Committee shall have exclusive jurisdiction todetermine whether an applicant meets the membership criteria enumerated in Sections 2.2 and/or 2.4 above.
Any decisions on whether an applicant qualifies for membership under Sections 2.2 or 2.4 shall be by amajority of the members of the Membership Committee then in office and in accordance with Section 2.11.
The Chair of this Committee shall be elected by the Board. The Chair’s term shall be for one (1) year, orsuch other length of term as the Board shall determine.
Notwithstanding the foregoing or any other provision contained in these Bylaws to the contrary, theBoard may by resolution delegate the functions of the Membership Committee to the Executive Director and
if and for so long as such resolution (as same may be amended from time to time by further resolution of theBoard) shall be in force and not revoked, the Membership Committee shall be deemed for all purposes ofthese Bylaws to consist of the Executive Director. The Executive Director may be assisted from time to timein performing these functions by such members of the Corporation’s staff or any consultant, firm of
consultants or management company acting under or at the direction of, the Executive Director.
“Executive Director” shall mean an employee or contractor of the Corporation whose duties andresponsibilities are defined by the Board of Directors. The Executive Director shall be an individual who is
not a member of the Board or Directors and is not an officer of the Corporation as described in Section 6.1.
The Executive Director is appointed by the Board of Directors. The officers and Board of Directors may
delegate and assign with the Board’s agreement any of their respective duties to the Executive Director.
Section 5.3

Technical Committee.

The Technical Committee shall have responsibility for ensuring that Specifications are developed totheir highest potential consistent with priorities established from time to time by resolution of the Board or by
the Technical Committee. The Technical Committee will create recommendations regarding the creation of
new Specification Parts and/or amending existing approved Specification Parts as provided in Section 10.1.
The members of the Technical Committee, and/or any working groups thereof with voting rights with respect
thereto shall be limited to the Representatives of the Executive Members delegated pursuant to Section 2.3
above and subject to the restrictions in Section 2.1 above. Representatives of General Members and Subsidiary
Participants may attend the meetings of the Technical Committee and/or any working groups thereof as nonvoting observers. The Technical Committee shall have the right to form working groups of the TechnicalCommittee. The Chair of the Technical Committee shall be elected by a majority of the Board. The Chair’s
term shall be for one (1) year, or for such other length of term as the Board shall determine.

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Section 5.4

Marketing Committee.

The Marketing Committee shall have responsibility, consistent with priorities established from time
to time by resolution of the Board or by the Marketing Committee, for ensuring that the Specifications arepromoted to such an extent that they achieve worldwide acceptance and adoption. The members of theMarketing Committee, and/or any working groups thereof with voting rights with respect thereto shall belimited to the Representatives of the Executive Members delegated pursuant to Section 2.3 above andsubject to the restrictions in 2.1 above. The Marketing Committee shall have the right to form working
groups of the Marketing Committee. Representatives of General Members and Subsidiary Participants may
attend the meetings of the Marketing Committee and/or any working groups thereof as non-voting
observers. The Chair of the Marketing Committee shall be elected by a majority of the Board. The Chair’s
term shall be for one (1) year, or for such other length of term as the Board shall determine.
Section 5.5

Other Committees of Directors.

The Board may, by resolution adopted by a majority of the Directors then in office, create such othercommittees of Directors, each consisting of two (2) or more Directors appointed by the Board, as it may fromtime to time deem advisable to perform such general or special duties as may from time to time be delegatedto any such committee by the Board, subject to the limitations contained in the Nonprofit Corporation Law,or imposed by the Articles of Incorporation or by these Bylaws (including, but not limited to, Section 5.1(a)through (h) above). The Board may designate one or more Directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee.
Section 5.6

Other Committees.

The Board or the President may appoint committees composed of non-Directors or of Directors andnon-Directors, as the Board or the President deems advisable, to perform such general or special duties
pertaining to the Corporation’s management, activities or affairs, provided that the activities and affairs of the
Corporation shall be managed, and all corporate powers shall be exercised, under the ultimate direction of theBoard and provided further that committees appointed pursuant to this Section 5.3 shall not have the authorityof the Board. The Chair of these other committees will be elected by the Board, and such Chair’s term shallbe for one (1) year or for such other length of term as the Board shall determine.
Section 5.7

Meetings.

Except as otherwise provided in these Bylaws (including, without limitation, Article X) or byresolution of the Board, each committee shall adopt its own charters, including rules governing the timeand place of holding and the method of calling its meetings and the conduct of its proceedings and shallmeet as provided by such charters, and it shall also meet at the call of any voting member of the committee.
Unless otherwise provided by such charters or by resolution of the Board, committee meetings shall begoverned by Sections 2.1, 2.3, 4.10, 4.11, 4.12, and 4.13 of these Bylaws.
Section 5.8

Term of Office of Committee Members.

Members of committees shall serve at the pleasure of the Board.
Section 5.9

Membership in More than One Committee.

Any Member may serve in an unlimited number of committees, assuming such Member meets thequalifications for such committee.

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ARTICLE VI
OFFICERS
Section 6.1

Officers.

The officers of the Corporation shall be a Chairman of the Board, a President, a Secretary, and a
Treasurer (who shall also serve as the Chief Financial Officer of the Corporation). The Corporation may
also have, at the discretion of the Board, one or more Vice Presidents, one or more Assistant Secretaries,and such other officers as may be appointed in accordance with the provisions of Section 6.3 below. One
person may hold two or more offices.
Section 6.2

Election and Term.

The officers of the Corporation shall be chosen by the Board and shall serve at the pleasure of theBoard, subject to the rights, if any, of an officer under any contract of employment. Officers need not bechosen from among the Directors.
Section 6.3

Subordinate Officers, etc.

The Board may appoint such other officers as the business of the Corporation may require, each ofwhom shall hold office for such period, have such authority and perform such duties as are provided inthese Bylaws or as the Board may from time to time determine.
Section 6.4

Resignation.

Any officer may resign at any time by giving written notice to the Corporation, subject to the rights,
if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall takeeffect 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 be necessary to make it effective.
Section 6.5

Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.
Section 6.6

Chairman of the Board.

The Chairman of the Board, if present, shall preside at all meetings of the Board, and exercise andperform such other powers and duties as may be from time to time assigned to the Chairman of the Boardby the Board or prescribed by these Bylaws. The term of the Chairman of the Board shall be two (2) years.
Section 6.7

President.

Subject to such supervisory powers, if any, as may be given by the Board to the Chairman of theBoard, if there be such an officer, the President shall be the General Manager and Chief Executive Officerof the Corporation and shall, subject to the control of the Board, provide general supervision, direction, andcontrol of the business and officers of the Corporation. In the Chairman’s absence, the President shall presideat all meetings of the Members. The President, unless elected as a Director, shall be ex officio a member ofthe Board and of all the standing committees, including the Executive Committee.

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The President shall have the general powers and duties of management usually vested in the officeof president of a corporation, and shall have such other powers and duties as may be prescribed by the
Board or by these Bylaws.
The duties of the President shall include the establishment of a Licensing Department of the
Corporation, which can be outsourced to a third party as approved by the Board and which shall be responsiblefor (i) facilitating the granting of licenses by the Corporation to third parties respecting certain Specifications
and certain intellectual property rights associated therewith, (ii) collecting membership dues, license fees andother fees due from Members and others respecting the Corporation and/or the aforesaid licenses, and (iii)such other duties related to the foregoing as the President shall hereafter specify.
Section 6.8

Vice President.

In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by
the Board, or if not ranked, the Vice President designated by the Board, shall perform the duties of the
President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, thePresident. The Vice Presidents shall have such other powers and perform such other duties as from time totime may be prescribed for them respectively by the Board or these Bylaws.
Section 6.9

Secretary.

(a)
The Secretary shall keep, or cause to be kept, a book of minutes in written formof the proceedings of the Board, committees of the Board, and Members. Such minutes shall include all
waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings executed
pursuant to these Bylaws or the Nonprofit Corporation Law. The Secretary shall keep, or cause to he kept
at the principal office a record of the Corporation’s Members, giving the names and addresses of all
Members.
(b)
The Secretary shall give or cause to be given, notice of all meetings of the Members
and of the Board required by these Bylaws or by law to be given, and shall cause the seal of the Corporation
to be kept in safe custody, and shall have such other powers and perform such other duties as may beprescribed by the Board or these Bylaws.
Section 6.10

Treasurer.

(a)
The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of account in written form or any other form capable of being
converted into written form.
(b)
The Treasurer shall deposit all monies and other valuables in the name and to thecredit of the Corporation with such depositaries as may be designated by the Board. The Treasurer shalldisburse all funds of the Corporation as may be ordered by the Board, shall tender to the President andDirectors, whenever they request it, an account of all of the Treasurer’s transactions as Treasurer and of thefinancial condition of the Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board or by these Bylaws.
Section 6.11

Assistant Secretary.

The Assistant Secretary, if there shall be such an officer, shall have all the powers, and perform all
the duties of, the Secretary in the absence or inability of the Secretary to act, and may otherwise assist the
Secretary upon request.

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Section 6.12

Compensation.

The compensation, if any, of the officers shall be fixed from time to time by the Board, and no
officer shall be prevented from receiving such compensation by reason of the fact that the officer is also a
Director of the Corporation.

ARTICLE VII
BOOKS AND RECORDS
Section 7.1

Books and Records.

The Corporation shall keep adequate and correct books and records of account, minutes of theproceedings of the Members, the Board and committees of the Board, and a record of the Members andnon-voting members giving their names and addresses and the class of membership held by each.
Section 7.2

Form of Records.

Minutes shall be kept in written form. Other books and records shall be kept either in written form orin any other form capable of being converted into written form. If any record subject to inspection pursuant
to the Nonprofit Corporation Law is not maintained in written form, a request for inspection is not compliedwith unless and until the Corporation at its expense makes such record available in written form.
Section 7.3

Record Date.

(a)
The Board may fix, in advance, a time in the future as the record date for thedetermination of Members entitled to notice of any meeting, to vote, to cast written ballot, or to exercise
any rights in respect of any other lawful action. Said record date shall not be more than sixty (60) days prior
to the date of such vote, ballot or other exercise of rights, except that the record date for notice of a meetingshall not be more than ninety (90) nor less than ten (10) days prior to the meeting date.
(b)
A determination of Members of record entitled to notice of or to vote at a meetingof Members shall apply to any adjournment of the meeting unless the Board fixes a new record date for the
adjourned meeting.
(c)
If no record date is fixed by the Board, the record date shall be fixed in accordancewith the Nonprofit Corporation Law.
Section 7.4

Reports to Directors, Members, and Others.

The Board shall cause such reports to be prepared and distributed as may be required by Sections
8321, 8322, and such other relevant provisions of the Nonprofit Corporation Law as shall require reports
to be filed.

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ARTICLE VIIIGRANTS, CONTRACTS, LOANS, ETC.
Section 8.1

Grants.

The making of grants and contributions, and otherwise rendering financial assistance for the
purposes of the Corporation, may be authorized by the Board. The Board may authorize any officer orofficers, agent or agents, in the name of and on behalf of the Corporation to make any such grants,
contributions or assistance.
Section 8.2

Execution of Contracts.

The Board may authorize any officer, employee or agent, in the name and on behalf of the
Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may begeneral or confined to specific instances, or otherwise limited. In the absence of any action by the Board to
the contrary, the President shall be authorized to execute such instruments on behalf of the Corporation.
Section 8.3

Loans.

The President or any other officer, employee or agent authorized by the Board may effect loans andadvances at any time for the Corporation from any bank, trust company or other institutions or from any
firm, corporation or individual and for such loans and advances may make, execute and deliver promissory
notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized by
the Board so to do, may pledge and hypothecate or transfer assets of the Corporation as security for any
such loans or advances. Such authority conferred by the Board may be general or confined to specificinstances or otherwise limited.
Section 8.4

Checks, Drafts, Etc.

All checks, drafts and other orders for the payment of money out of the funds of the Corporation
and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by resolution of the Board.
Section 8.5

Deposits.

The funds of the Corporation not otherwise employed shall be deposited from time to time to theorder of the Corporation in such banks, trust companies, or other depositories as the Board may select or as
may be selected by an officer, employee or agent of the Corporation to whom such power may from time
to time be delegated by the Board.

ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 9.1

Indemnification by Corporation.

(a)
For the purposes of this ARTICLE IX, “agent” means any person who is or was a
director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or
officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise;“proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal,

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administrative or investigative; and “expenses” includes without limitation attorneys’ fees and any
expenses of establishing a right to indemnification.
(b)
The Corporation shall, to the fullest extent permitted by law, 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 an agent of the Corporation, against expenses, judgments, fines, settlements and otheramounts actually and reasonably incurred in connection with such proceeding.
(c)
In the event entitlement to indemnification is required by law to be based upon adetermination by the Board or the Members that the agent has met the standards of conduct prescribed bylaw, the agent may select which body shall, or that both bodies shall, make such determination, and suchbody shall meet and shall reach a determination on the issue within a reasonable period of time after request
for such body to meet is received by the Corporation from the agent.
Section 9.2

Advancing Expenses.

The Corporation shall advance to each agent the expenses incurred in defending any proceedingreferred to in Section 9.1 of these Bylaws prior to the final disposition of such proceeding upon receipt ofan undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimatelythat the agent is entitled to be indemnified as authorized in Section 9.1 of these Bylaws.
Section 9.3

Insurance.

The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the
Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of
the agent’s status as such whether or not the Corporation would have the power to indemnify the agent
against such liability under the provisions of this section.

ARTICLE X
PROCEDURE FOR MODIFICATIONS TO THE SPECIFICATIONS
Section 10.1

Procedures of the Technical Committee.

The following procedures for adopting, amending or modifying Specification Parts shall apply:(a)
The Technical Committee shall make a formal written recommendation to all
Executive Members and General Members as to proposed new Specification Parts or amendments ormodifications to previously adopted Specification Parts (a “Proposal”).
(b)
In making a recommendation as to any Proposal which modifies a previously
adopted Specification Part in such a manner as to in any way eliminate, reduce, alter, or modify the backward
compatibility of the proposed Specification Part (i) with its most recent previously adopted Version thereof,or (ii) with the most recent previously adopted Specification Part that relates to the same memory device
form factor as the proposed Specification Part, the Technical Committee shall specifically identify the
Proposal as such to all Executive Members and General Members, and the approval requirement shall be as
set forth in Section 10.2(d). In the event that such Proposal does not make any such modifications, thequorum and approval requirement shall be as set forth in Section 3.7(b). The Technical Committee shall be
responsible for determining whether the Proposal modifies the most recent previously adopted Version
thereof or modifies the most recent previously adopted Specification Part that relates to the same memory
device form factor as the proposed Specification Part, in each case so as to effect backward compatibility.

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(c)
Following the distribution of the Proposal, there shall be a comment period, of alength to be determined by the Board, during which time all Executive Members and General Members
shall have the opportunity to comment on the Proposal.
(d)Following the comment period, the Technical Committee shall have the discretion
to modify the Proposal based upon the comments it has received.
(e)
If further modifications are made as provided in Section 10.1(d) above, theTechnical Committee shall submit the modified Proposal to all Executive Members and General Members
for reconsideration as outlined in Sections 10.1(b) through 10.1(d).
Section 10.2

Procedures of the Executive Members.

(a)In the event that the Technical Committee chooses not to make further
modifications to the Proposal as provided in Section 10.1(e), then the Executive Members shall vote upona Proposal by the Technical Committee. The Executive Members must accept or reject the recommendationin its entirety; the Executive Members may not modify or amend the recommendation.
(b)
In the event that a majority of the Executive Members vote to adopt the Proposal,
the Proposal shall be adopted by the Corporation, subject to the quorum requirement of Section 3.7(b).
(c)
In the event that the recommendation fails to obtain a majority of the votes of the
Executive Members, the recommendation shall be rejected by the Corporation.
(d)
Notwithstanding any provision to the contrary contained in these Bylaws, no
Proposal which modifies a previously adopted Specification Part in such a manner as to in any way
eliminate, reduce, alter, or modify the backward compatibility of the proposed Specification Part with themost recent previously adopted Version thereof, or with the most recent previously adopted Specification
Part that relates to the same memory device form factor as the proposed Specification Part, shall be valid
for any purpose unless at least eighty percent (80%) of the votes cast by the Executive Members present
and voting are cast in the affirmative for the Proposal. An Executive Member purporting to vote “abstain,”“present” or in some other manner expressing an intent not to take a position on the Proposal shall bedeemed to be present solely for quorum purposes, but not as casting a vote.
(e)
Executive Members may vote on a Proposal via written ballot, ballot submitted byelectronic transmission, by voice at a meeting, or through any other means adopted by a resolution of theBoard, consistent with the requirements of Article III.
Section 10.3

Amendment to Article X.

No amendment to or modification of this Article X shall be valid unless approved by a vote of notless than eighty percent (80%) of all Executive Members.
Section 10.4

Authority of the Board.

Notwithstanding the provisions and procedures of this ARTICLE X, the Board shall have the right,
in its sole discretion, to: (a) endorse and/or comment on any Proposal at any time during the procedures set
forth in this ARTICLE X, and (b) request that the Technical Committee revise Proposals and resubmit suchmodified Proposals to the Executive Members and General Members as provided herein at any time during
the procedures set forth in this ARTICLE X. Furthermore, the Board shall have the right to evaluate andmodify the procedures in this ARTICLE X and establish and adopt alternate procedures to those procedures

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set forth in this ARTICLE X; provided that such modifications or alternate procedures are approved
pursuant to Section 10.3 above.

ARTICLE XISEAL AND FISCAL YEAR
Section 11.1

Seal.

The Board may adopt a corporate seal which shall be in the form of a circle and shall bear the fullname of the Corporation and the year and state of its incorporation.
Section 11.2

Fiscal Year.

The fiscal year of the Corporation shall be determined, and may be changed, by resolution of theBoard.

ARTICLE XIIAMENDMENTS
Section 12.1

Joint Action by Members and Directors.

A vote by both the Executive Members pursuant to Section 12.2 and the Board pursuant to Section
12.3 shall be necessary to adopt, amend or repeal Articles of Incorporation or Bylaws of the Corporation.
Upon a vote by both the Executive Members and the Board in accordance with Section 12.2 and Section
12.3 the Articles of Incorporation or the Bylaws shall be adopted, amended or repealed by the Corporation.
Section 12.2

Vote of Members.

Except as otherwise provided by these Bylaws, by law or by the Articles of Incorporation, Articles
of Incorporation or Bylaws may be adopted, amended or repealed by the affirmative vote of a two-thirds(2/3) majority of the entire body of Executive Members. Such two-thirds (2/3) majority is of the entire
Executive Membership, not solely a two thirds (2/3) majority of a quorum.
Section 12.3

Vote of Directors.

Except as otherwise provided by law or by the Articles of Incorporation, Articles of Incorporation
or Bylaws may be adopted, amended or repealed by the affirmative vote of a two-thirds (2/3) majority ofthe entire body of the Board. Such two-thirds (2/3) majority is of the entire Board, not solely a two-thirds(2/3) majority of a quorum.

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SD CARI} ASSOCIATIONI hereby ce*ify:
That I am the duly elected hsident of SD Card Associatioq a Califomia corporation;

That the foregoing Fifth Amended and Restated Bylaws comprising twenty-seven (27) pages,
constitute the Bylaws of said corporation as duly approved by the Board of Directors ofthe Corporation on
March 22,2023.

IN WITNESS WHEREOF, I have hereunder subscribed my name this June 6 day of,2023.
President

J4->oka,,#

Board Approved 20230322

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TABLE OF CONTENTS
Page
Article I GENERAL ORGANIZATION ..................................................................................................... 1
Section 1.1

Name. ..................................................................................................................... 1

Section 1.2

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

Section 1.3

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

Section 1.4

Nonprofit Status. .................................................................................................... 1

Section 1.5

Language................................................................................................................ 1

Section 1.6

Specifications. ........................................................................................................ 1

Section 1.7

Open Membership/Antitrust Law Compliance. ..................................................... 2

Section 1.8

SD Association. ..................................................................................................... 2

Article II MEMBERS .................................................................................................................................. 2
Section 2.1

Section 2.1 Related Entities. .................................................................................. 2

Section 2.2

Section 2.2 Conditions of Executive Membership. ............................................... 3

Section 2.3

Privileges of Executive Membership. .................................................................... 3

Section 2.4

Conditions of General Membership. ...................................................................... 4

Section 2.5

Privileges of General Membership. ....................................................................... 5

Section 2.6

Other Classes of Members. .................................................................................... 5

Section 2.7

Deprivation or Suspension of Membership. .......................................................... 5

Section 2.8

Resignation by Member; Assignment of Membership. ......................................... 6

Section 2.9

Membership List. ................................................................................................... 6

Section 2.10

Levy of Dues, Assessments or Fees. ...................................................................... 6

Section 2.11

Membership Committee and Admissions Decisions. ............................................ 6

Article III MEETINGS OF MEMBERS ...................................................................................................... 7
Section 3.1

Place and Hour of Meetings................................................................................... 7

Section 3.2

Annual Meeting. .................................................................................................... 7

Section 3.3

Special Meetings. ................................................................................................... 7

Section 3.4

Notice of Meetings or Reports. .............................................................................. 7

Section 3.5

Adjournment of Meetings. ..................................................................................... 9

Section 3.6

Voting. ................................................................................................................... 9

Section 3.7

Quorum. ................................................................................................................. 9

Section 3.8

Action Without Meeting. ..................................................................................... 10

Section 3.9

Proxies. ................................................................................................................ 10

Section 3.10

Form of Written Ballot. ....................................................................................... 10

Section 3.11

Inspectors of Election. ......................................................................................... 11

Section 3.12

Nomination and Election Procedures................................................................... 11

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TABLE OF CONTENTS(Continued)
Page
Section 3.13

Order of Business................................................................................................. 12

Article IV DIRECTORS ............................................................................................................................ 12
Section 4.1

Powers.................................................................................................................. 12

Section 4.2

Number of Directors. ........................................................................................... 12

Section 4.3

Composition of Board of Directors...................................................................... 12

Section 4.4

Initial 3C and Legal Successor Board Representatives. ...................................... 12

Section 4.5

Alternate Directors; Election, Term of Office and Qualifications ofElected Directors.................................................................................................. 14

Section 4.6

Resignation. ......................................................................................................... 15

Section 4.7

Removal. .............................................................................................................. 15

Section 4.8

Vacancies. ............................................................................................................ 16

Section 4.9

Organization Meeting. ......................................................................................... 16

Section 4.10

Other Regular Meetings. ...................................................................................... 16

Section 4.11

Calling Meetings. ................................................................................................. 16

Section 4.12

Place of Meetings................................................................................................. 16

Section 4.13

Telephonic Meetings............................................................................................ 16

Section 4.14

Notice of Special Meetings. ................................................................................. 17

Section 4.15

Waiver of Notice. ................................................................................................. 17

Section 4.16

Action Without Meeting. ..................................................................................... 17

Section 4.17

Quorum. ............................................................................................................... 17

Section 4.18

Adjournment. ....................................................................................................... 17

Section 4.19

Inspection Rights. ................................................................................................ 18

Section 4.20

Fees and Compensation. ...................................................................................... 18

Section 4.21

Licensing Agreements. ........................................................................................ 18

Article V EXECUTIVE COMMITTEE AND OTHER COMMITTEES.................................................. 18
Section 5.1

Executive Committee........................................................................................... 18

Section 5.2

Membership Committee. ..................................................................................... 19

Section 5.3

Technical Committee. .......................................................................................... 19

Section 5.4

Marketing Committee. ......................................................................................... 20

Section 5.5

Other Committees of Directors. ........................................................................... 20

Section 5.6

Other Committees. ............................................................................................... 20

Section 5.7

Meetings. ............................................................................................................. 20

Section 5.8

Term of Office of Committee Members. ............................................................. 20

Section 5.9

Membership in More than One Committee. ........................................................ 20

Article VI OFFICERS................................................................................................................................ 21

TABLE OF CONTENTS(Continued)
Page
Section 6.1

Officers. ............................................................................................................... 21

Section 6.2

Election and Term................................................................................................ 21

Section 6.3

Subordinate Officers, etc. .................................................................................... 21

Section 6.4

Resignation. ......................................................................................................... 21

Section 6.5

Vacancies. ............................................................................................................ 21

Section 6.6

Chairman of the Board......................................................................................... 21

Section 6.7

President. ............................................................................................................. 21

Section 6.8

Vice President. ..................................................................................................... 22

Section 6.9

Secretary. ............................................................................................................. 22

Section 6.10

Treasurer. ............................................................................................................. 22

Section 6.11

Assistant Secretary............................................................................................... 22

Section 6.12

Compensation. ..................................................................................................... 23

Article VII BOOKS AND RECORDS ...................................................................................................... 23
Section 7.1

Books and Records. ............................................................................................. 23

Section 7.2

Form of Records. ................................................................................................. 23

Section 7.3

Record Date. ........................................................................................................ 23

Section 7.4

Reports to Directors, Members, and Others......................................................... 23

Article VIII GRANTS, CONTRACTS, LOANS, ETC. ............................................................................ 24
Section 8.1

Grants. .................................................................................................................. 24

Section 8.2

Execution of Contracts......................................................................................... 24

Section 8.3

Loans.................................................................................................................... 24

Section 8.4

Checks, Drafts, Etc. ............................................................................................. 24

Section 8.5

Deposits. .............................................................................................................. 24

Article IX INDEMNIFICATION OF DIRECTORS AND OFFICERS .................................................... 24
Section 9.1

Indemnification by Corporation........................................................................... 24

Section 9.2

Section 9.2 Advancing Expenses. ........................................................................ 25

Section 9.3

Insurance. ............................................................................................................. 25

Article X PROCEDURE FOR MODIFICATIONS TO THE SPECIFICATIONS ................................... 25
Section 10.1

Procedures of the Technical Committee. ............................................................. 25

Section 10.2

Procedures of the Executive Members. ............................................................... 26

Section 10.3

Amendment to Article X...................................................................................... 26

Section 10.4

Authority of the Board. ........................................................................................ 26

Article XI SEAL AND FISCAL YEAR .................................................................................................... 27
Section 11.1

Seal. ..................................................................................................................... 27

Section 11.2

Fiscal Year. .......................................................................................................... 27

TABLE OF CONTENTS(Continued)
Page
Article XII AMENDMENTS ..................................................................................................................... 27
Section 12.1

Joint Action by Members and Directors. ............................................................. 27

Section 12.2

Vote of Members. ................................................................................................ 27

Section 12.3

Vote of Directors. ................................................................................................ 27