CECI BY-LAWS DRAFT   ARTICLE I Name The name of this Association shall be the Chicagoland Electronic Commerce Initiative, Inc., CECI, (hereinafter referred to as the " Association").   ARTICLE II Objectives The objectives of the Association are: 1. To strengthen the Association with meaningful programs and activities that will encourage and utilize expanding membership and participation. 2. To safeguard and advance the interests of its members by presenting the Association's viewpoint to the media and to appropriate legislative, administrative, and regulatory bodies, and by developing a working relationship with appropriate government bodies 3. To advance the levels of knowledge available to the membership through the collection, interpretation, and dissemination of information on subjects appropriate to electronic commerce. 4. To promote the growth of electronic commerce with an initial emphasis on electronic commerce in the greater Chicagoland area. 5. To work for the domestic and public interest through cooperation with other regional, national, and international organizations, government agencies, and the media in industry wide projects to achieve the Association's mission. 6. To encourage the development of research projects to achieve improvements in electronic commerce and operational techniques, material and human resource utilization, and methods of merchandising, marketing, and distribution of electronic commerce products. 7. To encourage its members to know and be responsive to the needs and concerns of the electronic commerce consumer. 8. To promote the development and the maintenance of reasonable and open electronic commerce standards and procedures that optimize the efficiency and capabilities of electronic commerce applications. 9. To promote and expand interchange among corporations and individuals about electronic commerce. 10. To conduct other lawful national and international activities of benefit to the use of electronic commerce approved by the Board of Directors. The term "electronic commerce" is meant to be broadly defined for these purposes and includes generally the use of modern business methodologies that serve the needs of organizations, businesses, merchants and consumers to cut costs while improving the quality and speed of delivering goods and services. Electronic commerce also includes the use of computer networks to search and retrieve information in support of human and corporate decision making.   ARTICLE III Membership Section 1. Active Members. The following shall he eligible for Active Membership in the Association: (a) Any United States individual, firm, corporation, or other organized group engaged in electronic . (b) No affiliate or other legal entity, as that term is hereinafter defined, of an Active Member that is owned, managed, or controlled in whole or in part by the same executive management as that of the Active Member or other legal entity eligible for active membership, shall be eligible for membership. The term "control" as applied between "affiliate" and "Active" Member shall be construed to mean, but not limited to, where the Active Member regularly and consistently does any of the following: (a) employs or furnishes executive supervisory personnel to the affiliate; (b) purchases or sells 50 percent or more of the production output of an affiliate's plant or plants; or where the Active Member furnishes a substantial amount of the finances needed to operate the affiliate's plant or plants. The intent of the foregoing is to ensure that all Active Members of the Association have an equal voice in the administration of the affairs of the Association. Section 2. Associate Members. Any person, firm, or corporation whose business is engaged in electronic commerce and is deemed eligible otherwise by the Board of Directors may be admitted to Associate Membership. For the purpose of this Section, "person, firm, or corporations includes affiliates, subsidiaries, divisions, and other subdivisions of a parent organization if they are not under the day-to-day control of, and operation by, the parent organization. Such persons, firms, or corporations shall be considered separately for Associate Membership. Except as provided in Section 2 of Article IV, Associate Members shall not be entitled to hold office or to vote, nor shall they be entitled to attend the business meetings of the Association. Notwithstanding the foregoing, each committee of the Association shall have the option of admitting Associate Members to its membership, with the Board of Directors serving as the final authority should questions of appropriateness arise. Section 3. Associate memberships need not be confined to the United States. Section 4. International Membership. International membership may be granted by the Board of Directors by a three-fourths vote of the entire Board to any individual firm or corporation engaged in electronic commerce in countries other than the United States, under such requirements as the Board of Directors may determine by majority vote. Such firm or corporation may not be controlled, as this term is defined in Section I(b) of Article III, by any firm or corporation already holding membership in the Association. Section 5. Applications for active and Associate Membership shall be made through the President and Chief Operating Officer of the Association. Section 6. Honorary Life Membership may be conferred upon individuals who have rendered outstanding contributions to CECI, upon recommendation of the membership with approval of the Board. Honorary Life Members shall have the same status as Active Members for purposes of these by laws. Section 7. The Board of Directors shall pass on all applications for membership, and its decision shall be final.   ARTICLE IV Board of Directors Section 1. The affairs of this Association shall be managed by a Board of Directors. It shall be their duty to carry out the objectives and purposes of the Association, and to this end they may exercise all powers of the Association. Section 2. The Board of Directors shall be limited to representatives chosen from the Active Members including Honorary Life Members. The Board of Directors shall consist of not less than ???? members. Each past Chairman of the Board and Chief Executive Officer taking office after _________ will continue to be a member of the Board during the three-year period immediately subsequent to the termination of his chairmanship. Each past chairman, will be entitled to attend any meeting of the Association as a nonvoting member unless he is otherwise entitled to a vote. At no time will any one company have more than one vote. Section 3. The term of office of a Director shall be three years. No Director retiring from service of two full terms, without interruption, shall be eligible to hold office as a Director until one complete Association fiscal year has intervened from the date of retirement, provided however that an officer of the Association may hold office as a Director for consecutive terms as long as he shall be an Officer of the Association. This Section shall not apply to those past chairmen serving as Directors under Section 2 of Article IV. Section 4. A Director is not eligible for re-election to a second term unless he his attended it least one of the meetings of the Board of Directors during each year of his first three-year term. Section 5, The Board of Directors shall report its acts to the membership of the Association no later than the next annual meeting of the Association. Section 6. Election for membership to the Board of Directors shall be by ballot. The Chairman of the Board and Chief Executive Officer, with the advice of the Board of Directors, shall appoint a nominating committee composed of not less than three nor more than five members of the Board. The immediate past Chairman of the Board shall also be eligible to serve as a full member of this committee. This nominating committee will present a slate of nominees for Board membership to the President and Chief Operating Officer at least 60 days prior to the annual meeting. Section 7. The President and Chief Operating Officer will prepare a ballot including this slate of nominees plus an equal number of blank spaces for additional nominees from the membership, said ballot to be mailed to all members at least 45 days prior to the annual meeting. Each member in good standing shall be entitled to one vote, not only for each of the nominees on the slate which has been presented to him, but also for any other person. Section 8. Ballots for members must be returned to the Chairman of the Board and Chief Executive Officer at least 15 days prior to the opening of the annual meeting, and the results of the ballots cast shall be announced at the annual meeting. Section 9. The nominating committee shall also prepare a slate for all officers of the Association, the President and Chief Operating Officer excepted. This slate of officers shall be presented to the Board of Directors at the session of the Board held in conjunction with the annual meeting when terms of Board members expire, as set forth in Article IV, Section 3. Section 10. In the event of the death, resignation, or removal of a Director, the vacancy may be filled by the remaining Directors. Section 11. Provided that proper and due notice of a meeting of the Board of Directors has been given, the number of Directors present shall constitute a quorum. Due notice is defined as notice given not less than ten days before the time set for such a meeting. Section 12. The President and Chief Operating Officer shall be an ex-officio member, without vote, of the Board of Directors and act as its Secretary. Section 13. The Board of Directors shall meet at least twice annually. One meeting shall be held in conjunction with the annual meeting of the Association and the other at a time and place determined by the Board of Directors. Section 14. Special meetings of the Board of Directors may be called by the Chairman of the Board and Chief Executive Officer. The President and Chief Operating Officer may call special meetings of the Board of Directors on the written request of one-third of the members of the Board. Executive Committee Section 15. The Chairman of the Board and Chief Executive Officer, with the advice and consent of the Board of Directors, shall annually appoint an Executive Committee. It shall consist of the Chairman of the Board and Chief Executive Officer, the three most immediate past Chairmen of the Board, the First Vice Chairman of the Board, the Second Vice Chairman of the Board, the Treasurer, the Secretary, and the seven other members of the Board of Directors. The President and Chief Operating Officer shall be an ex-officio member, without voting powers, of the Executive Committee and serve as its Secretary. Section 16. The Chairman taking office in 1997, shall fill the seven positions not specifically designated above by appointing two members to serve three years, two members to serve two years, and three members to serve one year. Thereafter, each new Chairman shall appoint for three-year terms either two or three members as required to replace those members whose terms are expiring. No person may be appointed to any of these seven positions after 1997 if he has served six or more years on the Executive Committee without interruption. Section 17. Any vacancy shall be filled by appointment in the manner originally provided. It one of the seven appointive members becomes an officer, the new member appointed to the vacancy thus created will have the same service remaining as his predecessor. Section 18. Such other members of the Association as the Chairman of the Board and Chief Executive Officer or Executive Committee may invite to meet with them may participate in any, of the conferences of the Executive Committee, but without voting powers. Section 19. The Executive Committee shall have and exercise the powers of the Board of Directors between meetings of the Board, including the powers enunciated in Article V of the Bylaws, subject to any prior limitations established by the Board. Section 20. Minutes shall be kept of all Executive Committee meetings and shall be promptly circulated to the Board of Directors. Section 21. A majority of the members of the Executive Committee shall constitute a quorum.   ARTICLE V Declaration of Policy Section 1. Declaration of Policy. Responsibility and authority for any declaration of Association policy, and/or endorsement, and/or rejection of any matter on any subject of policy, is reserved to the judgment and discretion of the Board of Directors of the Association or the Executive Committee between meetings of the Board of Directors. Committees, other than the Executive Committee, or individual members of the Association are not authorized directly or indirectly to commit the Association in any way or in any manner, financially or otherwise, without prior approval by the Board of Directors, except as specified in the approved budget. Section 2. Any policy matter of the Association shall require a majority vote of the entire Board of Directors.   ARTICLE VI Officers Section 1. The officers of this Association shall be a Chairman of the Board and Chief Executive Officer, First Vice Chairman of the Board, Second Vice Chairman of the Board, President and Chief Operating Officer, Treasurer, and Secretary, all of whom, the President and Chief Operating Officer excepted, must be members of the Board of Directors or former members of the Board of Directors. Section 2. The officers, the President and Chief Operating Officer excepted, shall be elected annually by the Board of Directors immediately after the new members thereof are elected, at the annual meeting of the Board of Directors, and shall assume office at the beginning of the Association's fiscal year. The Chairman of the Board and Chief Executive Officer shall be limited to a one-year term. Section 3. The President and Chief Operating Officer shall be appointed by the Board of Directors and shall hold office subject to the approval of said Board Section 4. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of three-fourths of the entire Board of Directors.   ARTICLE VII Duties of Officers Section 1. The Chairman of the Board and Chief Executive Officer shall preside at all meetings of the Board of Directors and Executive Committee, have general charge of the business of the Association, and carry out its policies under the direction of the Board of Directors He shall make an annual report to the membership of the activities of the Association for its approval. Section 2. It shall be the duty of the First Vice Chairman of the Board to act in the absence of the Chairman of the Board and Chief Executive Officer. Section 3. It shall be the duty of the President and Chief Operating Officer to keep all records of the Association, notify candidates for membership of their admission or rejection, register the names of all members, issue all notices required, collect all dues and assessments, and perform such other duties as may be required of him by the Board of Directors. He shall give such bond as may be required by the Board of Directors. Section 4. The Treasurer shall have the custody of all moneys of the Association, and shall pay all bills upon order of the President and Chief Operating Officer. He shall keep a proper account of all receipts and disbursements and shall submit his books at the end of the fiscal year of the Association, or at any other time upon the demand of the Chairman of the Board and Chief Executive Officer or the Board of Directors. He shall give such bond as required by the Board of Directors. Section 5. Checks or demands for money and notes of the Association shall be signed by the President and Chief Operating Officer or his designees. The President and Chief Operating Officer shall designate no more than three additional signers. Section 6. The books and financial records of the Association shall be audited annually by a certified public accountant. Section 7. The Compensation Committee of the Board is delegated the authority to determine the compensation and other financial arrangements with the staff of the Association. Such data will be available to the Board from the CECI office but will not be discussed otherwise at Board meetings.   ARTICLE VIII Seal The corporate seal shall have inscribed thereon the name of the Association, the year of its organization, and the words "Corporate Seal, Chicagoland Electronic Commerce Initiative".   ARTICLE IX Finances Section 1. The fiscal year of the Association shall be June lst to May 31st. Section 2. The Board of Directors shall from time to time fix the scale of membership dues and methods of subscribing program and operating costs on a fair and equitable basis. Section 3. Dues shall be paid annually in advance of the anniversary date of application for membership or Associate Membership, and upon application for membership. Section 4. Any Active Member shall pay dues on the basis of aggregate sales. For the purpose of this Section, an Active Member's aggregate sales shall include all revenues received from any corporation controlled by such Active Member. Section 5. Contributions may be received from sources other than the membership, upon consent of the Board of Directors. Section 6. Special program accounts may be established and maintained in the books of the Association by the Board of Directors for specified purposes, against which no other obligations or liability shall be incurred. Section 7. No resignation shall be accepted from any member indebted in any way to the Association. Resignation must be made in writing and addressed to the President and Chief Operating Officer of the Association, who shall refer same to the Executive Committee for its action. Section 8. Membership herein carries a definite obligation to pay dues as established by the Board of Directors. Membership in the Association is renewable without notice, and a member who does not give notice of withdrawal from the Association's fiscal year shall be liable for all dues and assessments relating to that fiscal year. Section 9. Any member whose dues remain in arrears for a period of six months shall be dropped from membership in the Association. In case of hardship, the Executive Committee shall have the power to extend time of payment on unpaid dues.   ARTICLE X Committees and Divisions Section 1. Standing and Special Committees may be established by the Board of Directors or by the Chairman of the Board and Chief Executive Officer with the consent of the Board of Directors at any time with specified authority and responsibilities. Section 2. The Board of Directors may appoint from time to time from the active membership Special Interest Committees representing various electronic commerce industry segments, for the purpose of giving consideration to the problems that may be peculiar to such special interest groups. Such Special Interest Committees shall report back to the Board of Directors the results of their deliberations with recommendations, if any, for appropriate Board action. Section 3. Actions taken by committees shall in all instances be subject to Section I of Article V (Declaration of Policy) of these Bylaws relating to limitations of responsibility and authority and restricting commitments on behalf of the Association and in matters of policy. Section 4. The President and Chief Operating Officer, at the request of its Chairman or any three committee members, shall notify members of a committee of its meeting or meetings and shall designate himself or a member of his staff to act as secretary of the committee. If a staff member is not available to serve as secretary, the Chairman shall designate a secretary. Full minutes of each meeting shall be recorded by the secretary. Section 5. The Board of Directors may authorize the establishment of Divisions and separate Groups within the Association. Divisions will represent one or more electronic commerce technology groupings. Groups will represent geographical entities. Divisions shall be empowered to develop and implement programs designed to service such specialized groupings provided, however, the Board of Directors shall be kept fully informed as to the activities of such Divisions, and provided further that only the Board of Directors shall be empowered to approve or disapprove the programs developed by such Divisions, the policies advocated by such Divisions, and the means developed to finance the activities of such Divisions. The minutes of all Division meetings shall be kept by a member of the Association staff or, where a staff member is not available, by a secretary designated by the Chairman of the Division, such secretary to then transmit the minutes to the President and Chief Operating Officer of-the Association. Geographical Groups will be empowered to develop and implement programs in a local, state, or regional area which will be of mutual interest and benefit to all entities directly or indirectly involved in electronic commerce within that group. Each such Group will have at least one representative who will serve on the Board of Directors. Each member firm within the Group shall be an Active Member of the CECI. Each Group, working with the CECI staff, will prepare an annual budget for planned activities, subject to the approval of the Board of Directors. Policies advocated by such Groups will be subject to the provisions of Article V. The minutes of all Group meetings shall be kept by a secretary designated by the Chairman of the Group, such secretary to then transmit the minutes to the Chairman of the Board and Chief Executive Officer.   ARTICLE XI Meetings Section 1. The annual meetings of the Association shall be held at a time and place to be fixed by the Board of Directors. Members shall be notified of an annual meeting at least 60 days before the date of such a meeting. Section 2. Special meetings of this Association may be called by the Chairman of the Board and Chief Executive Officer, or the President and Chief Operating Officer, at the request of 15 members of the Board of Directors. Members shall be notified of a special meeting at least 30 days in advance of the date of the special meeting. Such notice shall state the objectives of the meeting. Section 3. Ten percent of the Active Members of the Association shall constitute a quorum at any annual or special meeting. Section 4. All meetings of the Association shall be conducted in accordance with the latest edition of Robert's Rules of Order.   ARTICLE XII Penalties and Expulsion Section 1. If any member of the Association shall at any time be thought guilty of any act prejudicial to the character and interest of the Association, or contrary to the Bylaws, a written complaint thereof setting forth with particularity the act alleged, may be submitted to the Board of Directors by any other member. Section 2. A copy of the complaint shall be served upon the member complained of at least 30 days before the next meeting of the Board of Directors, and such member shall have the right to submit a written defense and to appear in person and/or with counsel and be heard at such meeting and such complaint shall then be investigated. Section 3. In case it shall be found by three-fourths vote of the entire Board of Directors that the charges against the member under investigation are sustained and warrant the suspension or expulsion of such member, a resolution to that effect shall be passed and executed, and such action shall be final.   ARTICLE XIII Duration The duration of the Association shall be perpetual, except that it may be dissolved in the manner provided by the laws of the State of Illinois. In the event of such dissolution, the assets held by the Association shall be distributed in the manner provided in such cases by law.   ARTICLE XIV Assessments Special assessments may be authorized only by two-thirds or more of the votes cast by Members and/or Associate Members, if affected, at a regular or special meeting of the Association. All Members and Associate Members, if affected, shall be duty notified at least 30 days prior to such meeting that an assessment is needed and for what specific purpose.   ARTICLE XV Indemnification Every director, officer, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon him or her in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, or employee of the Association, or any settlement thereof, whether or not he is director, officer, or employee of the Association at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or willful malfeasance in the performance of his duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, or employee may be entitled. For purposes of the preceding right of indemnification the term "director, officer, or employee" shall be construed to include all executives, Board members, committee members, and staff employees, whether salaried or not.   ARTICLE XVI Amendments Amendments to the Bylaws of the Association may be made by a majority vote of Active Members present at any annual or special meeting of the Association, provided there is a quorum present and further provided that the proposed amendment or amendments shall-be submitted by mail to the last recorded address of each Active Member at least 30 days before the date of the meeting. Amendments to the Bylaws of the Association may also be made by a majority vote of the Active Members of this Association returning mail ballots, provided that the pro posed change is recommended by the Board of Directors and provided further that such proposed change is submitted by mail to the last recorded address of each Active Member at least 30 days prior to the closing date of the referendum relating to the proposed amendment. The closing date for the receipt of ballots shall be clearly indicated in bold type on the face of the ballot. Ballots shall be returned to the main office of the Association prior to the closing date in order to be valid. Thereafter, all ballots shall be counted and the result thereof certified to the membership. If a majority of those voting approved the proposed change, it shall take effect as of the date of such certification. Certified January--, 1997.