BY-LAWS OF THE

INTERNET COMMERCE ASSOCIATION

TABLE OF CONTENTS

Article I Organization

1. Name
2. Business Address
3. Legal Entity

Article II General Purpose

1. Purpose

Article III Membership

1. Membership Classes
2. Founding Member
3. Platinum Membership Criteria
4. Membership Application
5. Transfer of Membership
6. Good Standing
7. Suspension or Termination of Membership
8. Reinstatement
9. Membership Dispute Resolution
10. Certificates of Membership
11. Restrictions

Article IV Directors

1. Board of Directors
2. Initial Board of Directors
3. Meetings and Voting Rights
4. Duties of the Board of Directors
5. Reimbursement of Expenses
6. Removal of a Director
7. Resignation of a Director

Article V Officers

1. Titles, Election and Term
2. President
3. Vice President
4. Secretary
5. Treasurer
6. Compensation
7. Indemnification of Directors and Officers

Article VI Committees

1. Appointment
2. Committee Rules

Article VII Salaries

1. Salaries

Article VIII Dues

1. Annual Dues
2. Special Assessments

Article IX Meetings

1. Meetings of the Board of Directors
2. Annual Meeting
3. Time and Place of Meetings
4. Notice of Meetings
5. Notice of Board of Directors Meeting
6. Special Meetings
7. Voting
8. Quorum

Article X Order of Business

1. Order of Business

Article XI Rules of Order

1. Rules of Order

Article XII Fiscal Management

1. Fiscal Year
2. Audits

Article XIII Amendments to By-Laws

1. Amendments to By-Laws

Article XIV Books and Records

1. Book and Records

Article XV Waiver of Notice

1. Waiver of Notice

Article XVI Confidential Information

1. Information of Management Limitation
2. Release to Government Agencies

Article XVII Dissolution

1. Dissolution

By-Laws

Article I Organization


Section 1. Name

The name of the organization shall be the Internet Commerce Association (the “Association” or “ICA”).

Section 2. Business Address

The business address of the Association shall be: 1301 Pennsylvania Avenue, Suite 500, Washington, DC 20004.

Section 3. Legal Entity

The Association shall be operated exclusively as a non-profit business league within the meaning of Section 501 (c) (6) of the Internal Revenue Code of 1986 and Regulations thereunder and is organized under the laws of the District of Columbia including the District of Columbia Non-Profit Corporation Act (D.C. Code, 2001 edition, Title 29, Chapter 3).

Article II General Purpose

Section 1. Purpose

The Internet Commerce Association is a business trade association made up of individuals and companies that own, buy, sell, resell, host and manage Internet traffic which comes from search engines, domain names and Internet links. The General Purpose(s) of this Association shall be:

a. to promote the value and benefits of Internet traffic, including the value of buying direct navigation traffic, on behalf of our membership, to the media, the advertising market, government and regulatory authorities around the world;

b. to stand for prosperity and entrepreneurship within the Internet and fairness among regulators, in the application of trademark law as well as the uniform dispute resolution process UDRP), and the tax code as well as other United States and international laws; and

c. any lawful purpose or purposes not expressly prohibited under the District of Columbia Non-Profit Corporation Act.

Article III Membership

Section 1. Membership Classes

a. There shall be a class of membership in the Association known as a “Platinum Member.”

b. There shall be such other membership classes as the Board shall establish. The eligibility criteria and annual dues for, privileges of, and the representation on the Association Board of Directors accorded to such other classes, if any, shall be determined by the Board of Directors.

Section 2. Founding Member

Those Platinum Members joining the Association prior to the last day of 2006 shall be referred to as “Founding Members.”

Section 3. Platinum Membership Criteria

A Platinum Membership is available to:

a. Domainers;

b. Search Engine Companies;

d. Hosting Firms;

e. Domain Name Registrars and Registries;

f. Internet Advertising Firms; and

g. Associated businesses (including, for example, attorneys, research firms, investment banking firms, affiliate marketing firms and any other entity) related to or interested in internet traffic and advertising issues

Each Platinum Member shall be entitled to representation on the Board of Directors.

Section 4. Membership Application

Each prospective member must complete a Membership Application as adopted and provided for by the Board of Directors. An appropriate Officer of each member company must sign the Membership Application and a statement agreeing to adhere to all membership criteria; including, where applicable, any of the By-Laws, and as well as any code of conduct adopted by the Association. The authority to accept or reject any Membership Application shall be vested solely in the Board of Directors.

Section 5. Transfer of Membership

Unless authorized in advance by the Board of Directors, no membership may be assigned or transferred by any member company; nor shall any purchaser, or any other person who may succeed by operation of law or otherwise to the property interest of a member, be entitled to membership in this Association solely by virtue of such transfer.

Section 6. Good Standing

Any member in good standing may take advantage of all rights and privileges of its respective membership class; including voting rights, proposing new members, and any other rights and privileges of membership.

Section 7. Suspension or Termination of Membership

For just and reasonable cause, as stated herein, or as elsewhere specifically provided for in the By-Laws, any membership may be suspended or terminated. Sufficient cause of such suspension or termination of membership shall be an indictment for violation of state or federal criminal law or a judgment for violation of state or federal civil law; violation of the Association’s adopted code of conduct; failure to pay dues when due; violation of the By-Laws or any agreement, rule or practice properly adopted by the Association; or any other conduct prejudicial to the interests of the Association.

Such suspension or expulsion shall be two-thirds (2/3) vote of the total membership of the Board of Directors: Provided, that a statement of charges against the member shall have been mailed by registered post to the last recorded address or by verifiable e-mail to the last recorded e-mail address of the member at least fifteen (15) days before final action is taken thereon. This statement of charges shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered, and the member and/or their representative shall have the opportunity to appear in person, or to submit a written statement, to present any defense to such charges before action is taken thereon.

Section 8. Reinstatement

a. Any Member expelled or suspended may, no sooner than thirty (30) days after a vote of the Board of Directors to suspend or terminate its membership, seek reinstatement according to such procedures or requirements as shall be determined by the Board of Directors. An application for reinstatement of membership shall be accompanied by a statement of material facts that have arisen since the Board’s vote, or that were not brought to the Board’s attention before such vote, and supporting evidence therefore. The Board of Directors may reinstate such membership by a two-thirds (2/3) vote of its total membership.

b. Other than as described in the preceding paragraph, a former member of the Association may reapply for membership no sooner than one year after its preceding membership has been suspended or terminated.

Section 9. Membership Dispute Resolution

Any disputes between members pertaining to compliance with the Association’s By-Laws, code of conduct, mission statement, or other matters relating to obligations, rights or privileges of membership shall be referred to an officer of the Association designated by, or to a standing committee or special committee established by, the Board of Directors for the hearing of such disputes. If the dispute is not satisfactorily resolved by the officer or committee, the dissatisfied member may in writing appeal to the Board of Directors who may accept or decline review of the matter. If the Board of Directors decides by majority vote to hear the matter, the Committee’s decision may be overturned by majority vote of the Board of Directors. Such vote shall be by secret ballot, and the Board of Directors’ decision shall be considered final with respect to all disputed membership matters.

Section 10. Certificates of Membership

The Board of Directors may provide for the issuance of certificates evidencing membership in the Association that shall state the effective dates of memberships. Such certificate and membership is not transferable, and the Association is a non-profit, non-stock corporation. Any certificates shall be in such form as may be determined by the Board of Directors, and shall be signed by the President or Vice President, and by the Secretary. If any certificates become lost, mutilated or destroyed, a new certificate may be issued upon such terms and conditions as the Board of Directors may determine.

Section 11. Restrictions

No member of the Association is authorized to speak or take action on behalf of the Association without the prior specific authorization of the Board of Directors. No member is authorized to use the name or logo of the Association in conducting its non-Association related business in any manner that could be reasonably interpreted to suggest or imply the approval or endorsement of the Association, other than to indicate mere membership in the Association. Use of the Association’s name or logo in any advertising or promotion of any member’s business enterprise or activities is strictly prohibited without the prior written approval of the Board of Directors: and such approved usage shall be strictly limited to current members in good standing who have submitted such proposed use in advance, and who have received prior written approval for use from the Board of Directors, or a committee appointed by the Board of Directors to oversee such requests.

Article IV Directors

Section 1. Board of Directors

The business of the Association shall be managed by a Board of Directors of at least three (3) and no more than twelve (12) Directors, all of whom must be nominated by a Platinum Member; and must also be affiliated with a Platinum Member (other than those Board members, if any, representing junior membership classes). Each Founding Member shall be entitled to representation on the Board of Directors provided the Founding Member has remained in good standing. Directors, other than those designated by Founding Members, shall be nominated by a Board member affiliated with a Platinum Member and elected by a majority of all such Board Members for a two (2) year term. Vacancies on the Board of Directors, other than a vacancy of a Director designated by a Founding Member, shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the calendar year. The Board of Directors is not required to fill all vacancies.

Section 2. Initial Board of Directors

The initial Board of Directors shall consist of those persons as are eligible to serve pursuant to Articles III.3 at the time of the first meeting of the Board of Directors.

Section 3. Meetings and Voting Rights

Meetings of the Board of Directors may take place at a designated physical location or by means of telephone conference call or other electronic telecommunications. Each Director shall have one (1) vote and such voting may not be done by proxy; however, to the extent practicable, a Board member unable to attend a physical meeting in person shall have the opportunity to participate and vote by means of telephone conference call or other electronic telecommunications.

Section 4. Duties of the Board of Directors

The Board of Directors shall have the control and management of the affairs and business of this Association. Such Board of Directors shall only act in the name of the Association when it shall be regularly convened by its President after due notice to all the Directors of such meeting. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

The Board of Directors shall:

a. appoint committees to provide guidance to the Board of Directors;

b. approve all external statements prior to their release from the Association;

c. be notified of and have the ability to directly participate in any external article or story written about the Association;

d. designate a representative, or members of the Association, to represent the Association at external meetings, such as regulatory meetings;

e. establish and promote a clearinghouse of information role about the internet traffic industry;

f. review the accounting and disbursement of all funds;

g. appoint or hire at its discretion a representative to whom it has delegated authority and responsibility for any of the items listed above; and

h. exercise such other powers and authorities that, in the opinion of a majority of the Board, are necessary to carry out its duties.

Section 5. Reimbursement of Expenses

The Association shall reimburse Directors for reasonable and necessary expenses that a Director may incur on behalf of the Association provided that such expense was approved in advance and in writing by the Board of Directors.

Section 6. Removal of a Director

A Director may be removed when sufficient cause exists, in the sole reasonable discretion of the Board of Directors, for such approval. The Board of Directors may entertain charges against any Director. A Director may be represented by counsel at any removal hearing. The Board of Directors shall adopt such reasonable rules for a removal hearing as it may in its discretion consider necessary for the best interests of the Association. The Board of Directors may, by affirmative vote of a majority of all members of the Board of Directors, suspend or expel a Director for good cause upon giving such member (a) thirty (30) days prior written notice of such suspension or expulsion and the reasons thereof and (b) an opportunity for the Director to be heard prior to the effective date of such suspension or expulsion.

Section 7. Resignation of a Director

A Director may resign by filing a written resignation with the Secretary.

Article V Officers

Section 1. Titles, Elections, and Term

The Board of Directors shall elect a President, Vice President, Secretary and Treasurer by majority vote of all Board of Directors members. These officers shall be elected at the first meeting of the Board for a term to continue until the first annual meeting of members; and thereafter shall be elected at the Board meeting held in conjunction with the annual meeting; and their term shall commence immediately after the meeting at which they are elected. Officers may also be elected at special meetings held for the purpose of filling any vacancies.

The term of President, Vice President, Secretary or Treasurer shall be two (2) years. There is no limit as to the number of times a member company representative can be elected President, Vice President, Secretary or Treasurer. Individuals affiliated with or representing a member company may hold two or more of the titles of President, Vice President, Secretary or Treasurer at any time, except that the same individual shall not serve as President and Vice President simultaneously.

Section 2. President

The President shall:

a. preside at all membership meetings;

b. preside at all meetings of the Board of Directors;

c. present at each annual meeting of the Association an annual report of the work of the Association;

d. review all books, reports and certificates required by law are properly kept or filed;

e. be one of the Officers who may sign the checks or drafts of the Association; and

f. have such powers as may be reasonably construed as belonging to the chief executive of any association.

Section 3. Vice President

The Vice President shall, in the event of the absence or inability of the President to exercise his office, become acting President of the Association with all the rights, privileges and powers as if he had been duly elected President.

Section 4. Secretary

The Secretary shall:

a. keep the minutes and records of the Association in appropriate books;

b. file any certificate required by any federal or state statute;

c. give and serve all notices to members of this Association;

d. be the official custodian of records and seal of this Association;

e. be one of the Officers who may be authorized to sign the checks or drafts of the Association;

f. at his discretion, present to the membership at any meetings any communication addressed to the Secretary; and

g. attend to all correspondence of the Association and exercise all duties reasonably incident to the office of Secretary.

Section 5. Treasurer

The Treasurer shall:

a. have the care and custody of all monies belonging to the Association and shall be solely responsible for such monies or securities of the Association;

b. cause to be deposited in a regular business bank or trust company the funds of the Association except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation;

c. be one of the Officers who shall sign checks or drafts of the Association, and no special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it;

d. render at stated periods as the Board of Directors shall determine a written account of the finances of the Association and such report shall be physically affixed to the minutes of the Board of Directors of any meeting at which such account is provided; and

e. exercise all duties incident to the office of Treasurer.

Section 6. Compensation

The Board of Directors shall set the salaries, if any, for the Officers of the Association. Nothing herein shall be construed to prevent an Officer or Director from receiving reimbursement for reasonable and necessary expenses as approved by the Board of Directors.

Section 7. Indemnification of Directors and Officers

To the fullest extent not prohibited by the District of Columbia Non-Profit Corporation Act, as now in effect or as may hereafter be amended:

a. No Director or Officer of the Association shall be personally liable for damages, costs, attorney’s fees, interest, or any other related expense in any proceeding brought by or in the right of the Association, or in connection with any claim, action, suit or proceeding to which he or she may be or is a party by reason of being or having been a Director or Officer of the Association, and

b. The Association shall indemnify and hold harmless its Directors and Officers from any and all liabilities, damages, costs, attorney’s fees, interest or any other related expense of the Association, or incurred by reason of a party being or having been a Director or Officer of the Association, and, in connection therewith, the Association shall advance reasonable attorney’s fees and reimbursement for related costs and expenses incurred by a Director or Officer in connection with seeking legal advice with respect to and/or defending against any such action brought against or threatened against said Director or Officer.

The above provisions shall not apply in any instance where they would be inconsistent with any provision of the Internal Revenue Code applicable to non-profit corporations described in the Internal Revenue Code, Section 501(c)(6) or the District of Columbia Non-Profit Corporation Act.

Article VI Committees

Section 1. Appointment

All committees, if any, of this Association shall be created by the Board of Directors; and members of such committees shall be appointed by the Board of Directors for a term of office of one (1) year, or less if sooner terminated by the action of the Board of Directors.

Section 2. Committee Rules

Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors and may conduct its meetings by teleconference or similar means. All committees are subject to the supervision and control of the Board of Directors and have only such power as conferred upon them by the Board of Directors.

Article VII Salaries

Section 1. Salaries and Contracts

The Board of Directors shall hire and fix the compensation of any and all Association employees and outside professionals and consultants which they, in their sole discretion, may determine necessary for the conduct of the business of the Association.

Article VIII Dues

Section 1. Annual Dues

The annual dues for each type of membership shall be set from time to time by the Board of Directors and shall be payable at such time and in such fashion as shall be determined by the Board of Directors. Such dues may vary according to any reasonable written criteria established by the Board of Directors. All dues are non-refundable and non-transferable. Any member who is delinquent in the payment of dues for a period of thirty (30) days from the date that such dues become payable may be suspended from membership in the Association. Membership may be reinstated, terminated or remain in suspension as provided for in these By-Laws, or as deemed appropriate by the Board of Directors by a majority vote, or by any committee established by the Board of Directors to oversee such matter.

Section 2. Special Assessments

The Board of Directors shall have the authority to assess and collect additional dues and to make special assessments in order to respond to circumstances requiring action by the Association and which require additional funding by the members in order to achieve the Association’s purposes, or to respond to the special needs of the Association. Such special assessments will require a majority vote by the Board of Directors, and will specify the amount and purposes of such assessments.

Article IX Meetings

Section 1. Meetings of the Board of Directors

Meetings of the Board of Directors shall be quarterly for the first year, or as otherwise established with the agreement of a majority of the members of the Board of Directors, and shall take place at least semi-annually thereafter. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the Board members, or such higher number as is required by these By-Laws.

Section 2. Annual Meeting

There shall be an Annual Meeting of the Membership, as well as at such other times that the Board of Directors in its discretion shall set.

Section 3. Time and Place of Meetings

All meetings of this Association shall take place at a time and location established by the Board of Directors. Meetings may take place via telephone, video conference call, or by other electronic telecommunications including calls conducted over the internet, or any other method approved by the Board of Directors.

Section 4. Notice of Meetings

The Secretary shall cause to be mailed or sent by verifiable e-mail, to every member in good standing at their physical or e-mail address as it appears in the membership roll book of the Association, a notice telling the time and place of all meetings of members.

Section 5. Notice of Board of Directors Meetings

Notices of a meeting of the Board of Directors shall be mailed or sent by verifiable e-mail, to all members of the Board of Directors at their physical or e-mail addresses as they appear in the membership roll book of this Association at least ten (10) days before the scheduled date set forth for such Board of Directors meeting, unless exigent circumstances require a meeting to be held on shorter notice.

Section 6. Special Meetings

Special meetings of this Association may be called by the President or Board of Directors when they deem it in the best interests of the Association. Notices of such meeting shall be mailed or sent by verifiable e-mail to all members at their physical or e-mail addresses as they appear in the membership roll book of this Association at least ten (10) days before the scheduled date set forth for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called.

Section 7. Voting

At all meetings, except for the election of Officers, all votes shall be by voice. For election of Officers, ballots may be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot. No inspector of such election shall be a candidate for office or shall be personally interested in the question being voted upon. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of Officers.

Unless otherwise specified in these By-Laws, all matters on which the Board of Directors casts a vote shall require a majority to carry; and any motion, resolution, or other action on which the Board of Directors takes a vote shall fail on a tie. Notwithstanding the preceding sentence, the Association may not initiate or voluntarily join in any litigation or judicial proceeding unless such action has been approved by an affirmative vote of not less than three-quarters (3/4) of all members of the Board of Directors.

Section 8. Quorum

The quorum required for any meeting shall be a majority of members of the Board of Directors then in existence.

Article X Order of Business

Section 1. Order of Business

The order of business for any meeting, other than for a Special Meeting, shall be:

a. Call to order by the President;

b. Introduction of new members;

c. Reading of minutes of previous meetings;

d. Report of Officers;

e. Report of Committees;

f. Old Business;

g. New Business;

h. Announcements;

i. Adjournment;

Article XI Rules of Order

Section 1. Rules of Order

Meetings of the Association shall be conducted in accordance with the most recent edition of: “Robert’s Rules of Order, Revised.”

Article XII Fiscal Management

Section 1. Fiscal Year

The fiscal year of this Association shall be from January 1 through December 31.

Section 2. Audits

A qualified Certified Public Accountant approved by the Board of Directors shall audit or review the account of the Association annually, or at such shorter interval as determined by the Board of Directors.

Article XIII Amendment to By-Laws

Section 1. Amendment to By-Laws

These By-Laws may be amended or repealed and replaced by a vote of two-thirds (2/3) of the total membership of the Board of Directors at any regular or special meeting of the Board of Directors, except that a Founding Member in good standing cannot be relieved of its right to representation on the Board of Directors without its written consent.

Article XIV Books and Records

Section 1. Books and Records

The Association shall keep and maintain (a) complete books and records of account; (b) minutes of proceedings of its members, the Board of Directors, and any committees that have any authority of the Board of Directors; and (c) a record of the names, addresses, and class of membership of each member. Copies of all such books, records and minutes shall be maintained in written form at the Association’s principal or registered office and may be inspected by any member, or their agent or attorney, for any proper purpose at any reasonable time with appropriate notice and request to the Secretary or other Officer or member of the Board of Directors.

Article XV Waiver of Notice

Section 1. Waiver of Notice

Whenever any notice is required to be given under the provisions of these By-Laws or in compliance with any applicable law, a waiver thereof in writing by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a person at any meeting shall constitute a waiver of such notice of the meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of the designated business at such meeting.

Article XVI Confidential Information

Section 1. Information Management Limitation

All statistics, financial or production data, industry surveys or other confidential information or correspondence relating to the business of a member shall be collected only at the direction and authorization of the Board of Directors, and all information furnished under this authorization shall be collected in a confidential manner by a disinterested third party and such information shall not be disclosed to any member, Director, Officer, or other firm, person, or corporation, except in such manner as to prevent any person, except such disinterested third party, from determining facts relating to a particular member’s business.

Section 2. Release to Government Agencies

No information concerning the business or correspondence of an individual member or member company shall be released to any federal, state, or local government agency or employee, except upon advice of counsel, as well as approval of the Board of Directors, should counsel deem Board action advisable, except when presented with a subpoena duly executed by a court of law.

Article XVII Dissolution

The Association may be dissolved upon the vote of two-thirds (2/3) of the total membership of the Board of Directors.