The Consortium Mission is to relate any technology sources totechnology clients and their needs to advance enterprise andwork force capacity; in working to stimulate growth anddevelopment of technology applications in business activity;to optimize commercial applications for productivity andquality of life improvement; and to foster technologyunderstanding and use through linkages between businessdevelopment, education, research and government sectors.

Section 1. An annual meeting of the corsortium shall be heldon such date within the month of July, as may be fixed from timeto time by the Board of Directors. Not less than ten (10) normore than ninety (90) days written or printed noticebe given in the manner provided in Section 1 of Article X hereof. All annual meetings shall be general meetings at which any business may be considered without being specifiedas a purpose in the notice, unless otherwise required by law.

Section 1. Powers. The business and affairs of the consortiumshall be managed under the direction of its Board of Directors. Allpowers of the consortium may be exercised by or under the authority of the Board of Directors except as conferred on or reserved by law, or by these By-Laws. The Board of Directors shall keep minutes of it's meeting and full and fair accounts of it's transactions.

Section 2. Number. The number of Directors of the consortiumshall be not less than twelve (12), nor greater than fifteen (15), asthe Board may determine in advance of the annual meeting. In addition, there may be three (3) at large directors elected per Article III, Section 4.

Section 3. Qualifications. Membership on the Board shall be comprised ofconscientious persons and leaders who are dedicated to the consortium'smission. To be eligible, a Board Director shall:
 
         a) be a member of theconsortium in good standing;
         b) be an owner, companyofficer, principal, or a person in a policy-making capacity;
         c) attend a minimum oftwo-thirds of all regular scheduled Board meetings.

Section 4. At Large Directors. Up to three (3) additional "at large"directors may be elected should it be determined that a special skill, service or benefitis derived. These directors, if any shall meet Section 3, Qualifications.

Section 5. Term. Directors shall be elected to serve for a term of three(3) years. Upon completing a second term, a director is not eligible to servea third term or longer without a break in service of at least one (1) year.

Section 6. Permanent Director. Provisions are made that in the event arrangementsunder Article XII, Section 1a, require a permanet director, it is permitted with board approval. It will remain a permanent position until such contractor arrangementsare terminated or provisions so amended. This director position shall be included asone of the authorized number of directors in Article III, Section 2.

Section 7. Initial Election of the first slate of directors shall be instaggered terms of one (1) year, two (2) years, or three (3) years to allow for anappropriate near equal number of elected directors each year. Directors elected for initial terms of one (1) or two (two) years are eligible for a onetime electionto a third term.

Section 8. Board Vacancies. Vacancies on the Board may be appointed to serve forthe unexpired term by action of the majority of the Board members meeting a quorum atany regular Board of Directors' meeting.

Section 9. Removal. An existing director shall automatically be removed from theBoard, Unless two-thirds of the eligible Board members vote otherwise, when anyone of the following conditions occurs:
 
         a) attends less than two-thirdsof regular scheduled Board meetings.
         b) attends less than 50% of allscheduled meetings;
         c) is found guilty of a felony violation
         d) no longer is representative from the organization from which appointed; or
         e) is in default of membership payment for thirty (30) days, or longer.

Section 10. Meetings. There shall be at least four (4) meetings of the Board ofDirectors per year. As soon as practical after each annual meeting, the Board ofDirectors shall meet for the purpose of organization, the election of officers andthe transaction of other business. Additional regular Board meetings may be held in accordance with the needs of the consortium.

Section 11. Special meetings. Special meetings of the Board of Directors may be called by the chairperson of the Board or by a majority of the directors.

Section 12. Quorum; Voting. A majority of the Board of Directors shall constitutea Quorum for the transaction of business at every meeting of the Board of Directors;but, if at any meeting there be less than a quorum present, a majority of those present may adjorn the meeting from time to time, but not for a period exceedingten (10) days at any one time or sixty (60) days in all, without notice other than byannouncement at the meeting, until a quorum shall attend. At present, any businessmay be transacted which might have been transacted at the meeting as originally called. Except as hereinafter provided or as otherwise provided by law, directors shallact by a vote of a majority of those members in attendance at a meeting at which aquorum is present.

Section 13. Notice of Meeting. Notice of the time and place of every regular andspecial meeting of the Board of Directors shall be given to each director in the manner provided in Article X, Section 1. Subsequent to each Board meeting, eachdirector shall be furnished with a copy of the minutes of said meeting.

Section 14. Rules and Regulations. The Board of Directors may adopt such rulesand regulations for the conduct of its meetings and the management of the affairs of the consortium as it may deem proper and not inconsistent with the laws of the Stateof Maryland, these By-Laws, and Robert's Rules of Order.

Section 15. Informal Action. Any action required or permitted to be taken at anymeeting of the Board may be taken without a meeting, if a written consent to suchaction is signed by all members of the Board and such consent is filed with theminutes of the Board.

Section 16. Telephone Conference. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee bymeans of a conference telephone or similar communications equipment by means ofwhich all persons participating in the meeting hear each other at the same time and participation by such means shall constitute presence in person at the meeting.

Section 17. Minutes. Minutes of the annual meeting and all Board andExecutive Committee meetings shall be documented and maintained.

Section 1. General. The Board of Directors shall select a Chairperson, ViceChairperson., and other officers as deemed necessary, from among it's directors. Allofficers shall hold office only during the pleasure of the Board or until theirsuccessors are chosen. The Board may from time to time appoint such other agents(i.e., Executive Director), employees and representatives with such powers and dutiesas the Board deems proper.

Section 2. Chairperson. The Chairperson of the Consortium Board shall have theresponsibility for the implementation of the policies determined by the Board ofDirectors and for the administration of the business affairs of the consortium. He/She shall preside over the meetings of the Board which he/she is present. He/She shall be the Chief Executive Officer of the Consortium.

Section 3. Vice Chairperson. The Vice Chairperson of the Board shall perform suchduties as the Chairperson and as the Board of Directors assigns him/her. In the incapacity of the Chairperson, that person shall perform those responsibilities of the Chairperson.

Section 4. Executive Directors. The Executive Director shall be the principal operating position of the consortium for carrying out policies and plans established by the Board.He/She shall be a non-voting member in attendance at Board and Executive Committee meetingsunless specifically excused; and be an ex officio member of other prescribed committees of theconsortium, as established. The Executive Director shall perform such other duties as may be assigned by the Board and/or it's Chairperson.

Section 5. Recording Secretary. A non-officer Recording Secretary shall beappointed to keep the minutes of the meetings of the Board of Directors and shall tothe giving and serving of all notices of the Consortium required by law or theseBy-Laws. He/She shall maintain at all times in the principle office of the consortiumat least one (1) copy of the By-Laws with all amendments to date, and shall make thesame available for inspection by any office or director during reasonable businesshours. He/She shall perform such other duties as may be assigned by the Board ofDirectors.

Section 6. Substitutes. The Board of Directors may from time to time in theabsence of any one of it's officers or at any other time, designate any other personor persons on behalf of the Consortium to sign any contracts, deeds, notes or otherinstruments in the place or stead of any of such officers, and my designate any person to fill any one of said offices temporarily or for any particular purpose; and anyinstruments so signed in accordance with a resolution of the Board shall be the valid act of theConsortium as fully as if executed by any regular officer.

Section 7. Compensation; Removal; Vacancies. Officers and Board Directors of theConsortium shall serve without compensation unless expressly stipulated by action ofthe Board of Directors. Expense reimbursements will be permitted when authorized by the Board of Directors.

The Board of Directors shall have the power at any regular or special meeting toremove any officer, if in the judgement of the Board the best interests of the Consortiumwill be served by such removal. The Board of Directors at any regular or specialmeeting shall have power to fill a vacancy occurring in any office for the unexpiredportion of the term.

Section 1. General. The Board of Directors and/or Chairperson may appoint Committeesto further enhance the operations and directions of the Consortium. There shall be at least four (4) permanent standing committees of the Board. They are: Executive,Budget/Finance, Membership and Nomination.

Section 2. Executive Committee. The Board of Directors shall appoint an ExecutiveCommittee, composed of a Chairperson and at least two (2) other directors from amongit's members. The Executive Committee shall hold office at the pleasure of theBoard of Directors. Between sessions of the Board of Directors, such committee shallhave all of the powers of the Board of Directors in the management of the business and affairs of the Consortium, except those powers specifically denied by law. If anyposition on the Executive Committee becomes vacant, or if the number of members isincreased, such vacancy may be filled by the Board of Directors. The taking of any actionby the Executive Committee shall be conclusive evidence that the Board of Directorswas not in session at the time of such action. The Executive Committee shall hold formal meetings and keep minutes of all of its proceedings. A copy of such minutesshall, after approval by members of the committee, be sent to all directors as a matter of information. Any action taken by the Executive Committee within the limits permittedby law shall have the force and effect of Board action unless and until revised oraltered by the Board. The presence of not less than a majority of the committee shall benecessary to constitute a quorum. Action may be taken without a meeting if unanimous written consent is signed by all of the members of the committee, and if such consentis filed with the records of the committee. The Executive committeee shall have the powerto elect one of it's members to serve as its Chairperson unless the Board of Directorsshall have designated such Chairperson.

The committee's primary responsibility shall be to prepare necessary operating andcapital budgets for the approval the Board of Directors, ensure adequate funds are reasonablyobtained and funds/resources are accounted for.

Section 4. Membership Committee. A Membership Committee may be appointed with itsChairperson appointed by the Board Chairperson. Committee membership numbers shall be asdetermined by its Chairperson and may include Board of Director and/or non-directormembers.

Its purpose shall be to stimulate interest and support for the Consortium's missionand endeavors. This committee shall establish goals, procedures and requirements as neededand as approved by the Consortium's Board of Directors.

Section 5. Nomination Committee. The Chairperson of the Board, with concurrence of the Board of Directors, shall appoint a Nomination Committee composed of at least three (3)members who shall all be Board Directors.

The Committee shall prepare, solicit, and nominate Directors and officers in accordancewith Articles of the By-Laws for approval by the Board prior to its fiscal year endingJune 30.

Section 1. Any Director or Officer may resign his/her office at any time. Suchresignation shall be made in writing and shall take effect from the time of it'sreceipt by the Consortium, unless some time be fixed in the resignation, and then fromthat date. The acceptance of a resignation shall notbe required to make it effective.

Section 1. All bills, notes, checks, drafts and commercial paper of all kinds tobe executed by the Consortium as maker, acceptor, indorser or otherwise, and all assignments and transfers of contracts, or written obligations of the Consortium, and all negotiable instruments, shall be made in the name of the Consortium and shall besigned by any one or more of the following officers as the Board of Directors mayfrom time to time designate; i.e., the Chairperson of the Board, Vice Chairperson,or by such other person or persons as the Board of Directors or ExecutiveCommittee may from time to time designate. Provisions of this article shall be compatible with and in compliance with other agreements as permitted under ArticleXII, Section 1b, Administration.

Section 1. The fiscal year of the Consortium shall cover the period of twelve (12)months ending June 30.

Section 1. The Consortium shall pursue arrangements for creating membership interestand support, that assist in fulfilling its mission purpose. This may be accomplishedthrough establishing single or multiple classes of membership, as described and/oramended from time to time by the Board of Directors.

Section 1. Notice to Directors and Officers. Whenever by law or these By-Laws notice isrequired to be given to any director or officer, such notice may be given in any oneof the following ways: By personal notice to such director or officer, by telephone communicationwith such director or officer personally, by facsimile, internet, telegram, cablegram, orradiogram, addressed to such director or officer at his/her then address or at his/heraddress as it appears on the books of the Consortium, or by depositing the same in writing in the post office or in a letter box in a postage paid, sealedwrapper addressed to such director or officer at his/her address as it appears on thebooks of the Consortium. The time when such notice shall be consigned to a communicationcompany for delivery shall be deemed to be the time of giving of suchnotice, and forty-eight (48) hours after the time when such notice shall be mailed shall be deemed to be the time of giving of such notice by mail.

Section 2. Waiver of Notice. Notice to any director of the time,place and/or purpose of any meeting of directors required by these By-Laws may bedispensed with if such director shall attend in person, or if such absent director shall,in writing filed with the records of the meeting either before or after the holding thereof,waive such notice.

Section 1. To the maximum extent permitted by Maryland Law as from time to time amended, the Consortium shallindemnify it's currently acting and its former directors, officers, agents and employees and those persons who, at the request of the Consortium serve or have served another corporation, partnership,joint venture, trust or other enterprise in one or more of such capacities against any and allliabilities incurred in connection with their services in such capacities.

Section 1. The administrative affairs of the Consortium may be internally operated and/or contractor operated.The latter may include provisions for Consortium staffing.

Should any contractor arrangement be used, an agreement defining arrangement, terms and conditions shall beapproved by the Consortium's Board of Directors.

Section 1. These By-Laws may be added to, altered, amended, repealed or suspended by a vote ofa majority of the Board of Directors at any regular or special meeting of the Board, if the proposedamendments have been submitted in writing to the Board at least fourteen (14) days in advance oftheir consideration.