BY-LAWS OF ASSOCIATION OF LISP USERS, INC. ARTICLE I - OFFICES The principal office of the corporation in the State of Virginia shall be located in the town of Sterling, County of Loudoun. The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of the corporation may from time to time require. ARTICLE II - ASSOCIATION MEMBERS 1. ANNUAL MEETING. The annual meeting of the corporation shall be held on the first Wednesday in June in each year, except that when that day falls on a legal holiday, the meeting shall be held on the next succeeding business day, at ten o'clock in the forenoon, unless a different hour is fixed by the Directors or the President and stated in the notice of the meeting. Purposes for which an annual meeting is to be held in addition to those prescribed by law, by the articles of Incorporation of by these By-Laws may be specified by the Directors or by a writing signed by the President and filed with the Secretary. In the event ann annual meeting has not been held on the date fixed herein, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. In the event the Board of Directors fails to call the annual meeting at the designated time, any member may make demand that such meeting be held within a reasonable time , such demand to be made in writing by registered mail directed to any Officer of the Corporation. If the annual meeting of members is not called within sixty (60) days following such demand, any member may compel the holding of such annual meeting by legal action directed against the board, and all of the extraordinary writs of common law and of the courts of equity shall be available to such member to compel the holding of such annual meeting. Each and 1 every member is hereby declared to have a justiciable interest sufficient to enable him to institute and prosecute such legal proceedings. 2. SPECIAL MEETINGS. Special meetings of members may be called by the President, by the Directors or by Members having not less than one-tenth of the votes entitled to be cast at such meeting and shall be called by the Secretary, or, in the case of the death, absence, incapacity or refusal of the Secretary, by any other Officer, upon written application of three or more members entitled to vote thereat. Such call shall state a place, date, hour and purposes of the meeting. 3. PLACE OF MEETING. The directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation. 4. NOTICE OF MEETING. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 15 nor more than 30 days before the date of the meeting, either personally or by mail/electronic mail, by or at the direction of the President, or the Secretary, or the Officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the membership records of the corporation, with postage thereon prepaid. 5. DETERMINATION OF MEMBERSHIP. For the purpose of determining members entitled to vote at any meeting of the corporation or any adjournment thereof, or in order to make a determination of membership for any other proper purpose, the directors of the corporation may provide that membership constitutes any one that has paid their dues, or attends the meeting and pays their dues at the meeting are qualified to vote at the meeting. When a determination of 2 membership entitled to vote at any meeting of the corporation has been made as provided in this section, such determination shall apply to any adjournment thereof. 6. VOTING LISTS. The officer or agent having charge of the membership records for membership of the corporation shall make, at least 5 days before each meeting of the corporation, a complete list of the membership entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of each member, which list, for a period of 5 days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The original membership records shall be prima facie evidence as to who are the members entitled to examine such list or membership records or to vote at the meeting of the corporation. All members that pay their dues at the meeting shall be added to the membership list, and shall be eligible to vote at that meeting. 7. QUORUM. At any meeting of corporation 50 percent of the membership of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the corporation. If less than said number of the outstanding members are represented at a meeting, a majority of the membership so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The membership present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. 8. PROXIES. At all meetings of the corporation, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. 9. VOTING. Each member entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by- laws shall be entitled to one vote, in person or by proxy, for each member. Upon the demand of any member, the vote for 3 directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of this State. 10. ORDER OF BUSINESS. The order of business at all meetings of the corporation, shall be as follows: 1. Roll Call. 2. Proof of notice of meeting or waiver of notice. 3. Reading of minutes of preceding meeting. 4. Reports of Officers. 5. Reports of Committees. 6. Election of Directors. 7. Unfinished Business. 8. New Business. 11. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing or by electronic mail (E-mail), and the written consents are filed with the records of the meeting of the Directors. Such consents shall be treated for all purposes as a vote at the meeting. All voting will be closed 14 days from the original date of E-mail message. However, if a clear majority of the votes are received action will be taken based upon the majority vote. ARTICLE III - BOARD OF DIRECTORS 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they deem proper, not inconsistent with these by-laws and the laws of this State. 2. NUMBER, TENURE AND QUALIFICATIONS. 4 The number of directors of the corporation shall be 8. Each director shall hold office until the next annual meeting of the corporation and until his successor shall have been elected and qualified. 3. REGULAR MEETINGS. A regular meeting of the directors, shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of the corporation. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. 4. SPECIAL MEETINGS. Special meetings of the directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them. 5. NOTICE. Notice of any special meeting shall be given at least 10 days previously thereto by written notice delivered personally, or by telegram/electronic mail or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram or electronic mail, such notice shall be deemed to be delivered when the telegram or electronic mail is delivered to the telegraph company or electronic mail is sent. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 6. QUORUM. At any meeting of the directors 50 percent shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors. 5 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the membership. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor. 9. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause by vote of the membership or by action of the board. Directors may be removed without cause only by vote of the membership. 10. RESIGNATION. A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. 11. COMPENSATION. No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. 13. EXECUTIVE AND OTHER COMMITTEES. 6 The board, by resolution, may designate from among its members an executive committee and other committees, each consisting of two or more directors. Each such committee shall serve at the pleasure of the board. ARTICLE IV - OFFICERS 1. NUMBER. The officers of the corporation shall be a president, a vice-president, a secretary, a membership secretary, a librarian and a treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors. 2. ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the corporation. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. 3. REMOVAL. Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term. 5. PRESIDENT. The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the association/corporation and of the directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, and deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where 7 the signing and execution thereof shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time. 6. VICE-PRESIDENT. In the absence of the president or in event of his death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties as from time to time may be assigned to him by the President or by the directors. 7. SECRETARY. The secretary shall keep the minutes of the corporate meetings and of the directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the minutes of all meetings and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors. 8. TREASURER. If required by the directors, the treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the association from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the directors. 9. MEMBERSHIP SECRETARY. The membership secretary shall keep the membership records of the corporation in one or more books provided for that purpose, see that all membership records are accurate in accordance with the provisions of these by-laws or as required, be custodian of the membership records and of the seal of the corporation and keep a register of the post office address of each member which shall be furnished to the secretary by such 8 member, have general charge of the membership records of the corporation and in general perform all duties incident to the office of membership secretary and such other duties as from time to time may be assigned to him by the president or by the directors. 10. NATIONAL LIBRARIAN. The librarian shall keep records on all books, software, or other items as deemed necessary by the president or by the directors. 11. SALARIES. The salaries of the officers shall be fixed from time to time by the directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS 1. CONTRACTS. The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. 2. LOANS. No leans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances. 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors. 4. DEPOSITS All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the directors may select. 9 ARTICLE VI - FISCAL YEAR The fiscal year of the corporation shall begin on the 1st day of January in each year. ARTICLE VII - SEAL The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and the words, "Corporate Seal". ARTICLE VIII - WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE IX - AMENDMENTS These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of the membership representing a majority of all membership, at any annual corporate meeting or at any special membership meeting when the proposed amendment has been set out in the notice of such meeting. 10