ICARC Bylaws

ARTICLE I - PURPOSES

ARTICLE II OFFICES

Section 2.1. Principal Office.

Section 2.2. Registered Office and Registered Agent.

ARTICLE III - MEMBERS

Section 3.1. Qualification of Members.

Section 3.2. Membership Dues.

Section 3.3. Termination of Membership.

Section 3.4. Voting Rights.

Section 3.5. Transfer of Membership.

ARTICLE IV - MEETINGS OF MEMBERS

Section 4.1. Annual and Regular Meetings.

Section 4.2. Special Meetings.

Section 4.3. No Voting by Proxy or Ballot.

Section 4.4. No Action By Written Consent.

Section 4.5. Time of Notice.

Section 4.6. Content of Notice.

Section 4.7. Notice of Adjourned Meetings.

Section 4.8. Waiver of Notice.

Section 4.9. Record Date -- Determining Members Entitled to Notice and Vote.

Section 4.10. Members' List for Meeting.

Section 4.11. Quorum Requirements.

Section 4.12. Voting Requirements.

Section 4.13. Nominations of Candidates for the Board.

ARTICLE V - BOARD OF DIRECTORS

Section 5.1. Powers and Duties of Board.

Section 5.2. Number, Duties and Qualifications of Directors.

Section 5.3. Election and Term of Directors.

Section 5.4. Resignation of Directors.

Section 5.4. Removal of Directors.

Section 5.5. Vacancy on Board.

Section 5.6. Compensation of Directors.

ARTICLE VI - MEETINGS AND ACTION OF THE BOARD

Section 6.1. Regular and Special Meetings.

Section 6.2. Action Without Meeting.

Section 6.3. Call and Notice of Meetings.

Section 6.4. Waiver of Notice.

Section 6.5. Quorum and Voting.

Section 6.6. Committees of the Board.

ARTICLE VII - OFFICERS

Section 7.1. Required Officers.

Section 7.2. Other Officers.

Section 7.3. Duties and Authority of Officers.

Section 7.4. Resignation and Removal of Officers.

Section 7.5. Contract Rights of Officers.

Section 7.6. Vacancies.

ARTICLE VIII - CONTRACTS, LOANS, CHECKS, DEPOSITS AND FUNDS

Section 8.1. Contracts.

Section 8.2. Loans.

Section 8.3. Checks, Drafts, etc.

Section 8.4. Deposits.

Section 8.5. Gifts.

Section 8.6. Loans to or Guarantees for Directors and Officers.

ARTICLE IX - INDEMNIFICATION AND INSURANCE

Section 9.1. Definitions.

Section 9.2. Indemnity.

Section 9.3. Payment and Advancement of Expenses.

Section 9.4. Contract.

Section 9.5. Nonexclusive.

Section 9.6. Applicability.

Section 9.7. Validity and Enforceability

Section 9.8. Initiation of Claims.

Section 9.9. Indemnification of Employees, Agents, Members and Volunteers.

Section 9.10. No Self-Dealing.

Section 9.11. Insurance.

ARTICLE X - AMENDMENT OF ARTICLES AND BYLAWS

Section 10.1. Method of Approval.

Section 10.2. Conditions to Approval.

Section 10.3. Notice of Meeting.

ARTICLE XI - DISSOLUTION

Section 11.1. Dissolution by Directors, Members, and Third Persons.

Section 11.2. Conditions to Approval.

Section 11.3. Notice of Meeting.

Section 11.4. Plan of Dissolution.

Section 11.5. Articles of Dissolution.

ARTICLE XII - RECORDS

Section 12.1. Corporate Records

Section 12.2. Inspection of Records by Members.

Section 12.3. Scope of Inspection Right.

Section 12.4. Limitations on Use of Corporate Records.

Section 12.5. Inspection of Records by Directors.

ARTICLE XIII - REPORTS

Section 13.1. Financial Statements for Members.

Section 13.2. Report of Indemnification to Members.

ARTICLE XIV - MISCELLANEOUS

Section 14.1. Fiscal Year.

Section 14.2. Notice.

Last updated June 11, 2004 by KØCF