Bylaws of the ITDU

BY-LAWS OF
THE INTERNATIONAL TRADE DATA USERS, INC.
As Amended October 17, 1996

* I – MEMBERSHIP * II – GOVERNMENT * III – OFFICERS, EMPLOYEES AND AGENTS * IV – COMMITTEES * V – CONTRACTS AND FINANCES * VI – OFFICE AND BOOKS OF THE CORPORATION * VII – FISCAL YEAR * VIII – INDEMNIFICATION * IX – AMENDMENTS

ARTICLE I – MEMBERSHIP

A) Membership in the International Trade Data Users, Incorporated (the “Corporation”) shall be open to any person, including any individual, corporate body, or association, business organization or administrative unit of such an organization, governmental agency or other entity interested in the purposes of the Corporation. There shall be two kinds of members in the Corporation, Company members and Individual members. Any corporation, association, partnership, agency or other entity may apply as a Company member and any individual may apply as either a Company or an Individual member.

B) The Board of Directors of the Corporation (the “Board of Directors”) shall establish a schedule of dues as a requirement for each type of membership in the Corporation, and shall establish policies governing privileges of membership, and the members of the Corporation (the “members”) may establish other requirements for membership in the Corporation. The Board of Directors and the members, as the case may be, shall be entitled to revise such privileges and requirements from time to time.

C) Membership in the Corporation shall not be restricted on the basis of race, creed, color, age, sex, national origin, religion, or sexual preference.

D) The Corporation reserves the right to terminate, upon reasonable notice, the membership of any member who fails to pay any dues payable by such members within sixty (60) days of the respective dues renewal date or otherwise fails to meet a requirement for membership in the Corporation.

E) At any meeting of the members of the Corporation, each corporation, association, partnership, agency or other entity which is a Company member in good standing shall have voting rights as established by the Board of Directors, and each Individual member shall have one vote.

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ARTICLE II – GOVERNMENT

A) The Board of Directors shall be responsible for assuring that the Corporation works to attain its purposes as described in its Certificate of Incorporation and that the Corporation’s members and officers adhere to these By-Laws. The management of the Corporation shall be vested in the Board of Directors. The number of directors constituting the Board of Directors shall be 12, and each director shall be a member of the Corporation, provided that, following the first 12 months of the Corporation’s existence, he or she has met all of the requirements for membership for not less than 12 months immediately prior to being nominated as a candidate for election to the office of director. The number of directors may be increased or decreased by vote of the members, but no decrease in the number of directors shall shorten the term of any incumbent director.

B) The Nominating Committee, as described in Article VI hereof, shall present a list of candidates for the office of director of the Board of Directors sufficiently in advance of any election of directors to permit notice thereof to be given to the membership together with notice of the meeting at which the directors are to be elected. In creating such list, the Nominating Committee shall seek to include members who are representative of the business, institutional and geographic constituency of the membership. In addition to its own candidates, the Nominating Committee shall include on such list any member whose candidacy has been proposed by at least 10 other members in writing submitted to the Nominating Committee in time for it to include such member on such list prior to giving notice thereof to the membership.

C) The directors of the Board of Directors shall be elected by secret ballot of the membership at a regular meeting of the membership by the members entitled to vote in the election for a two-year term commencing at the close of said regular meeting and ending at the close of a regular meeting of the membership to be held for the election of directors, except that the initial directors of the Corporation named in its Certificate of Incorporation shall elect at their organization meeting the directors to hold office for a term commencing at the close of the organization meeting and ending at the close of a regular meeting of the membership to be held for the election of directors within the following two years. The Board of Directors may establish classes of directors to represent the constituency of the membership and shall determine the method of voting for directors by the membership. Except as otherwise required by law or permitted by these By-Laws, the directors shall be elected by a plurality of the votes cast at a meeting of members by the members entitled to vote in the election. In the event of a tied vote as to any director, a recount shall be taken, and in the event of a confirmed tied vote, another vote as to that director shall be conducted. If a tied vote then still exists, the winner will be determined by drawing lots. Each director shall hold office until the expiration of the term for which he or she is elected and until his or her successor has been elected and qualified or, if earlier, his or her death, resignation or removal.

D) Newly created directorships and vacancies among the directors for any reason may be filled by vote of a majority of all of the directors then in office, and the directors so elected shall serve until the next regular election of directors and until their successors have been elected and qualified or, if earlier, their death, resignation or removal.

E) Any director may resign from office at any time by delivering his or her resignation in writing to the Chairman of the Board of Directors, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.

F) Any director may be removed prior to the expiration of his or her term by a vote of at least two-thirds of all of the directors if he or she fails to meet the requirements for membership in the Corporation or for cause, provided that there is a quorum of not less than a majority present at the meeting of directors at which such action is taken, or by a vote of a majority of all of the members with or without cause.

G) The members shall hold regular meetings of the membership at least once a year. The dates, times, locations and agenda of such meetings shall be determined by the Board of Directors. Special meetings of the members shall be held whenever called by the Board of Directors or the Chairman of the Board of Directors, in each case on such date and at such time and place as shall be fixed by the person or persons calling the meeting.

In any case, a special meeting of the members may be convened by the members entitled to cast 10 per cent of the total number of votes entitled to be cast at such meeting, who may, in writing, demand the call of a special meeting specifying the date and month thereof, which shall not be less than two nor more than three months from the date of such written demand. The Secretary of the Corporation upon receiving such written demand shall promptly give notice of such meeting or, if the Secretary fails to do so within five business days thereafter, any member signing such demand may give such notice. The meeting shall be held at the place fixed by the members calling such meeting or, if not so fixed, at the office of the Corporation.

H) The Board of Directors shall hold regular meetings at least twice a year, one of which shall be an annual meeting. The dates, times and locations of such meetings shall be determined by the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by the Board of Directors or the Chairman of the Board of Directors or another corporate officer as determined by the Board of Directors, in each case on such date and at such time and place as shall be fixed by the person or persons calling the meeting.

I) Written notice stating the place, date and time of each regular meeting of the membership shall be delivered in person or sent by first-class mail, postage prepaid, not less than 10 days nor more than 50 days before the date of the meeting to each member. In the case of a special meeting of the members, except as otherwise provided above with respect to a special meeting convened upon a written demand of members, written notice stating the place, date and time of the meeting, along with the purpose or purposes for which the meeting is called, shall be delivered in person or sent by first-class mail, postage prepaid, not less than 10 days nor more than 50 days before the date of the meeting to each member. Notice of a meeting of the members, unless it is an annual meeting, shall also indicate that it is being issued by or at the direction of the person or persons calling the meeting.

J) Written notice stating the place, date and time of each regular meeting of the Board of Directors shall be delivered in person or sent by first-class mail, postage prepaid, or electronically not less than 30 days before the date of the meeting to each director. In the case of a special meeting of the Board of Directors, written notice stating the place, date and time of the meeting, along with the purpose or purposes for which the meeting is called, shall be delivered in person or sent by first-class mail, postage prepaid, or electronically not less than 10 days before the date of the meeting to each director. Notice of a special meeting of the Board of Directors to consider a matter requiring prompt action may also be delivered in person or sent electronically or given by telephone not less than 48 hours before the time of such meeting if it otherwise meets the requirements for notice of a special meeting hereinabove provided. Notice of a meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

K) The presence of 10 percent of the total number of votes entitled to be cast shall constitute a quorum of the membership for the transaction of business. A majority of the votes cast at a meeting of the members by the members entitled to vote thereon, if a quorum is present at such time, shall be required to approve any business of the membership, except as otherwise provided herein or by law.

The presence of five directors of the Board of Directors shall constitute a quorum of the Board of Directors for the transaction of business. A vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be required to approve any business of the Board of Directors, except as otherwise provided herein or by law.

In the absence of a quorum, the directors or members, as the case may be, may adjourn the meeting by a vote of a majority of those present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

L) Upon demand of any 20 members, the vote upon any question before a meeting of members which is not otherwise required of these By-Laws to be by secret ballot shall be by secret ballot. Members may vote in person or by proxy to the extent that the Board of Directors does not restrict members from voting by proxy.

M) Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all directors of the Board of Directors or members of the committee consent in writing to the adoption of a resolution authorizsing the action. The resolution and the written consents thereto by the directors of the Board of Directors or members of committee shall be filed with the minutes of the proceedings of the Board of Directors or committee. Any one or more directors of the Board of Directors or members of any committee thereof may participate in a meeting of the Board of Directors or members of any committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

N) The most current edition of Robert’s Rules of Order shall govern the proceedings at all meetings of the Board of Directors and the membership when not inconsistent with these By-Laws.

O) Decisions of the Board of Directors pertaining to membership dues shall require a vote of at least two-thirds of the directors present.

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ARTICLE III – OFFICERS, EMPLOYEES AND AGENTS

A) The officers of the Corporation shall consist of a Chairman of the Board of Directors, a Vice Chairman, a Treasurer and a Secretary.

B) The Chairman of the Board of Directors (the “Chairman”) shall be the chief executive officer of the Corporation and preside as chairman of all meetings of the membership and the Board of Directors. He or she shall have the power to appoint special committees as provided in Article IV of these By-Laws. In addition, subject to the provisions of Article V, Section (B) hereof, he or she shall perform all duties, bear all responsibilities and enjoy all authority customary to a chief executive officer.

C) The Vice Chairman shall serve as Chairman in his or her absence and during such time shall have the same responsibilities and powers as the Chairman.

D) The Secretary shall keep the minutes of all meetings of the membership and the Board of Directors and shall circulate copies of these to the Board of Directors promptly following each meeting. He or she shall also be responsible for all correspondence of the Corporation and keep a record of all correspondence.

E) The Treasurer shall be responsible for the receipt, disbursement and safekeeping of all funds of the Corporation which shall be deposited as provided in Article VII, Section© hereof in one or more depositaries approved by the Board of Directors. In addition, the Treasurer shall be responsible for developing and maintaining all financial records of the Corporation, presenting an annual budget, presenting financial reports to the Board of Directors, presenting any other financial reports as may be required by governmental bodies, agencies or authorities, establishing a fiscal year, presenting a review of the Corporation’s accounts to the Board of Directors at each regular meeting of the Board of Directors and preparing an annual report at the end of each fiscal year.

F) The officers of the Corporation shall be elected by the directors at a regular meeting of the Board of Directors for a two-year term commencing at the close of said regular meeting and ending at the close of a regular meeting of the directors to be held for the election of officers, provided that a majority of all of the directors must vote in any election of the officers and, further, that the directors elected by the initial directors of the Corporation shall elect at their first meeting the officers of the Corporation to hold office for a term commencing with such first meeting and ending at the close of a regular meeting of the directors to be held for the election of officers within the following two years. Candidates for election as officers must be members of the Corporation but need not be directors, provided that, following the first 12 months of the Corporation’s existence, a candidate for election as an officer has met all of the requirements for membership for not less than 12 months immediately prior to being nominated as a candidate. In the event of a tied vote as to any office, a recount shall be taken, and in the event of a confirmed tied vote, another vote as to that office shall be conducted. If a tied vote then still exists, the winner will be determined by drawing lots. Each officer shall hold office until the expiration of the term for which he or she is elected and until his or her successor has been elected or qualified or, if earlier, his or her death, resignation or removal.

G) Vacancies among the officers for any reason may be filled by vote of the Board of Directors, provided that a majority of all of the directors must vote in any such election, and the officers so elected shall serve until the next regular election of officers and until his or her successor has been elected and qualified.

H) The Board of Directors may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board of Directors and shall have such authority, perform such duties and receive such reasonable compensation as the Board of Directors may determine.

I) Any officer, employee or agent may resign at any time by delivering his or her resignation in writing to the Chairman of the Board of Directors, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.

J) Any officer, employee or agent of the Corporation may be removed at any time with or without cause by a vote of a majority of all of the directors of the Board of Directors.

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ARTICLE IV – COMMITTEES

A) The Board of Directors, by resolution adopted by a majority of all of the directors, may designate from among the directors the following standing committees, each of which shall consist of not less than three directors:

1. Auditing Committee 2. Nominating Committee 3. Program Committee

B) The Chairman, with the approval of the Board of Directors, may appoint special committees, including an advisory committee.

C) The Auditing Committee shall examine and audit the financial records of the Corporation annually and shall report the results of its audit to the membership of the Corporation at the next regular meeting of the membership. The Auditing Committee may retain the services of a certified public accountant for the preparation of its report. The Secretary shall be a member of the Auditing Committee.

D) The Nominating Committee shall nominate candidates for the office of director of the Board of Directors as hereinabove provided. The Secretary shall be a member of the Nominating Committee.

E) The Program Committee shall approve the agenda for each regular meeting of the membership and shall also be responsible for carrying out such functions of the Corporation as are delegated to it by the Board of Directors.

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ARTICLE V – CONTRACTS AND FINANCES

A) Subject to the provisions of Section (B) of this Article, the Board of Directors may authorize any officer or officers of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority may be general or confined to specific instances.

B) All checks, drafts, notes or other orders for the payment of money or evidences of indebtedness issued in the name of the Corporation shall be signed by at least two individuals authorized by the Board of Directors in such manner as shall be determined by resolution of the Board of Directors.

C) All monies received by the Corporation shall be deposited within seven days to the credit of the Corporation in banks which are members of, or whose deposits are insured by, the Federal Deposit Insurance Corporation or another governmental insurance agency.

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ARTICLE VI – OFFICE AND BOOKS OF THE CORPORATION

A) The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine.

B) There shall be kept at the office of the Corporation correct and complete books and records of account of the activities and transactions of the Corporation, including a copy of its Certificate of Incorporation and these By-Laws, and all minutes of the proceedings of its members and the Board of Directors. The Corporation shall also keep at its office a list or record containing the names and addresses of all members and the class or classes, if any, of membership.

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ARTICLE VII – FISCAL YEAR

A – The fiscal year of the Corporation shall be determined by the Board of Directors.

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ARTICLE VIII – INDEMNIFICATION

A) The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she or his or her testator or intestate is or was a director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees.

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ARTICLE IX – AMENDMENTS

A) Except as otherwise provided by law, these By-Laws may be amended at any meeting of the membership of the Corporation by a vote of at least two-thirds of the votes cast by the members entitled to vote thereon, if a quorum is present at the time of the vote, provided that at least 14 days written notice of a vote on a proposed amendment at such meeting shall have been delivered in person or sent by first-class mail, postage prepaid, to each member. Such notice shall set forth the exact language of the proposed amendment. Proposals to amend these By-Laws shall be submitted to the membership either by the Board of Directors or upon the petition of at least five percent of the members entitled to vote thereon.

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- posted May 28, 09:52 PM in