ARTICLE I. - OFFICES

The registered office of the corporation shall be located in the city and state designated in the Certificate of Incorporation.  The corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II. - MEMBERSHIP

l. Qualification.  Membership shall be at the installation level.  Upon presentation of a completed membership application and the appropriate fee, the Membership Chairperson shall accept the application.  Each member installation shall designate an individual to act as the "installation representative."

2. Voting.  Each member installation which holds a valid DB2 license shall be entitled to one vote.  If an installation holds multiple licenses, they may purchase additional memberships and be entitled to one vote for each licensed membership.  Votes shall be taken for the election of directors, approval for the election of directors, approval or amendment of the Certificate of Incorporation and other such matters as may be brought to a vote at a meeting of the members duly notified  The installation representative or his appointee shall have the right to cast the vote for the member.

3. Dues and Fees.  Dues as determined by the Board of Directors will be paid with the application for membership.  (The fee will be returned if the application is rejected.)  Thereafter, dues will be assessed and collected on an "as needed" basis, but not more than once per fiscal year.  Fees will be collected at the business meetings from individual attendees to defray the cost of the meeting.

4. Fiscal Year. The fiscal year shall run from January 1 to December 31.

5. Removal.  A member installation will be automatically removed from membership if dues are assessed and not received within 90 days, or the member or any individual from the member installation fails to follow the Canons of Conduct of the corporation.

6, Meetings.  The members shall meet at least once annually for the election of the Board of Directors and transacting such other business as may come before the meeting.  The presence in person at the commencement of such a meeting by representatives of more than one-third of the total voting membership, shall constitute a quorum and a majority vote of those present shall be sufficient to authorize membership action.


ARTICLE III. - BOARD OF DIRECTORS

1. Powers and Responsibilities.  The management and administration of the corporation shall be vested in the Board of Directors.  The board shall have all those powers and responsibilities given to it by the By-laws, the Certificate of Incorporation and those which are not specifically reserved to the membership. The board may adopt from time to time, standing rules consistent with these By-laws for the management of the corporation.

2. Elections.  Elections for Board of Directors shall be held annually and administered by a Nominations and Elections Committee.  To be eligible for nomination, the nominee must represent a voting member installation of good standing in the corporation.

3. Term.  The directors shall serve for a term of one year or until their successors are elected and qualified.  Directors may serve two consecutive terms in the same position.

4. Meetings.  The board shall meet at least one each year at such places as the board shall decide.  Member installations may have an item placed on the agenda by contacting a member of the Board of Directors.  Notice of a board meeting shall be given in writing not less than ten (10) days and no more than fifty (50) days before any scheduled meeting.  Special meetings of the Board of Directors may be conducted without prior notice if at least three-quarters of the whole Board of Directors shall waive notice of the meeting in writing which waiver must be appended to the minutes of the corporation.

5. Quorum.  The presence of a majority of the directors shall constitute a quorum for the conduct of business.

6. Voting.  The affirmative vote of a majority of the directors present at a board meeting is required to adopt any resolution.  No proxy voting shall be allowed at such meetings.  Tie votes shall be resolved by the Chairperson of the meeting.

7. Vacancies.  Vacancies shall be filled from the membership for the remainder of the term by a majority vote of the remainder directors.  Three or more concurrent vacancies shall be filled by a special election conducted by the Nominations and Elections Committee.

8. Removal.  Directors may be removed for cause by action of the membership or of the board.  A two-thirds vote of those eligible to vote of the group initiating the action is required to remove a director from office.  The director being removed shall have the opportunity for a hearing by the board or membership prior to the vote.  Removal for cause is established if any director violates the terms of these By-laws or the Canons of Conduct.

9. Conflict of Interest.  A declaration of a conflict of interest shall be made before a vote is taken on any matter brought before the board.  Directors may declare themselves in conflict or a conflict can be declared by other directors attending the meeting.  Once a declaration is made, the remaining directors shall determine by majority vote whether a conflict exists.  Directors found to have conflict of interest shall not vote on any such matter but may participate in the discussion thereof.

10. Salary.  No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendances, if any, may be allowed for attendance at each regular or special meeting of the board or general meeting; provided, however, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

11. Committees.  The Board of Directors, by resolution adopted by a majority of the entire board, may from time to time designate from among its members an Executive Committee and such other committees, and alternate members thereof, as they may deem desirable, each consisting of two or more members, with such powers and authority as may be provided in such resolution.  Each such committee shall serve at the pleasure of the board.

12. Annual Report.  An annual report, including an unaudited financial statement, shall be presented to the general membership after the close of each fiscal year for the annual membership meeting at which the Board of Directors is elected.


ARTICLE IV. - DUTIES OF THE BOARD OF DIRECTORS

1. The Board of Directors shall be comprised of:

  A. Chairperson
  B. Vice Chairperson
  C. Secretary
  D. Treasurer
  E. 4 Members at Large
  F. IBM Liaison (Non-voting)

2. The duties are as follows:
  A.    Chairperson
    1. Preside over meetings.
    2. Form necessary committees to carry on work of group.
    3. Assure interface with IBM and other user groups.
  B. Vice Chairperson
    1. Preside over meetings and other functions in absence of the Chairperson
  C. Secretary
    1. Record meeting activities.
    2. Distribute Board Meeting information:
      A. Meeting minutes
      B. Technical exchange
      C. Meeting handouts, by request
    3.    Maintain history file:
      A. Meeting minutes
      B. Meeting announcements and handouts
  D. Treasurer
    1. Control the financial activities of the group which include:
      A. Collection of dues and fees
      B. Payment of bills
      C. Annual financial statement
  E. Members at Large
    1. Recommend topics and speakers for board selection.
    2. Procure gifts for speakers as appropriate within the guidelines set by the board.
    3. Arrange program locations.
    4. Assist Programs Chairperson in acquisition of program speaker presentations.
    5. Arrange board meeting locations.
    6. Prepares and publishes newsletter.
    7. Publicizes meeting schedules and topics in industry/trade journals and organizations.
    8. Conducts mailings to user group members and others containing announcements of
        future topics, meetings, and other topics.
    9. Processes all applications for membership.
    10. Maintains an accurate listing of all members and potential members.
    11. Prints mailing labels for the meeting announcements.
  F. IBM Liaison (Non-Voting)
    1. Facilitates communication between IBM and the members of the group.


ARTICLE V. - MEETING SCHEDULE

Board or membership meetings will be scheduled at least once during each fiscal year by the board or as demanded by the membership.  The meeting location will be in the Baltimore/Washington area at a site-and date determined by the Arrangement and Program Chairperson.  At least ten (10) days notice of any membership meeting where a vote on any matter affecting the affairs of the corporation will be required. it must be given at least ten (10) and not more than fifty (50) days before said meeting.  The notice of the meeting shall also contain sufficient information to appraise the membership of any matters which may demand a vote of the membership at the meeting.


ARTICLE VI. - NOMINATIONS AND ELECTIONS

1. Term of office will be from January 1 to December 31.

2. A committee will be established to nominate candidates for the offices.    The list of nominees will be mailed to the membership prior to the last
meeting of their term.  Additions to nominations will be accepted from the floor during the last meeting of the term.  Ballots will be prepared and distributed to the membership; results will be announced in the next meeting announcement.

3. Nominees must represent voting member installations in good standing.

4. In the event the Chairperson is unable to complete the term, the Vice Chairperson will succeed the chairperson; all other offices will be filled by appointment by the remaining members of the board.


ARTICLE VII. - INDEMNITY

1. Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director or employee of the corporation or of any corporation which he served as such at the request of the corporation, shall be indemnified by the corporation against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

2. The foregoing Right of Indemnification shall not be deemed exclusive of any other rights to which any director or employee may be entitled apart from the provisions of this section.

3. The amount of indemnity to which any director or employee may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

The undersigned Incorporator certifies that he has adopted the foregoing By-laws as the First By-laws of the corporation.