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BYLAWS OF The Trialware Professional Association (TPA), Inc.

MEMBERSHIP

1. The Membership of the Association shall consist of those persons who have signed the Certificate of Incorporation as incorporators together with all persons who are hereafter received in or elected to Membership as hereinafter provided.

2. The criteria for Membership in the Association shall be:

That the Member, in the judgment of the Board of Directors, is and remains a trialware professional, as that term may be defined by the Board of Directors after consultation with the Membership.

That the Member agrees to abide by and continues to abide by the published standards of the Association for the development and distribution of trialware.

3. The Membership criteria of the Association may not be altered except as an amendment to these bylaws. Amendments can only be done by a special resolution and require the 3/4 majority vote at the general meeting of the Membership.

4. A Member shall be dismissed from Membership upon the failure of the Member to meet any Membership criterion. Any member upon a majority vote of all members of the society in good standing may be expelled from membership for any cause which the society may deem reasonable.

5. A Member may resign from Membership at any time upon a notice in writing to the Board through its Secretary.

6. Membership may be held by companies, partnerships, or corporations. One person from each organization shall represent it, participate in meetings, and vote.

PRESIDENT

7. The President shall be ex-officio a member of all Committees. He/she shall, when present, preside at all meetings of the society and of the Board. In his/her absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.

BOARD OF DIRECTORS

8. Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the society. The Board shall, subject to the by-laws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the society, and meetings of the Board shall be held as often as may be required, but at least once every year, and shall be called by the President. A special meeting may be called on the instructions of any two members provided they request the President to call such meeting, and state the business to be brought before the meeting. Meetings of the Board shall be called by 10 days notice e-mailed to each member. Any four members shall constitute a quorum, and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.

9. A person appointed or elected a director becomes a director if they were present at the meeting when being appointed or elected, and did not refuse the appointment. They may also become a director if they were not present at the meeting but consented in writing to act as director before the appointment or election, or within ten days after the appointment or election, or if they acted as a director pursuant to the appointment or election.

10. Any director or officer, upon a majority vote of all members in good standing, may be removed from office for any cause which the society may deem reasonable.

SECRETARY

11. It shall be the duty of the secretary to attend all meetings of the society and of the Board, and to keep accurate minutes of the same. He/she shall have charge of the Seal of the society which whenever used shall be authenticated by the signature of the Secretary and the President, or, in the case of the death or inability of either to act, by the Vice-President. In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the society and be under the direction of the President and the Board.

12. The Secretary shall also keep a record of all the members of the society and their addresses, send all notices of the various meetings as required.

TREASURER

13. The Treasurer shall receive all monies paid to the society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. He/she shall properly account for the funds of the society and keep such books as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the society and submit a copy of same to the Secretary for the records of the society. The Office of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide.

AUDITING

14. The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by a member of the society elected for that purpose at the Annual Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual Meeting of the society. The fiscal year of the Association shall be as determined by the Board of Directors.

15. The books and records of the society may be inspected by any member of the society at anytime via the Internet.

MEETINGS

16. This society shall hold an annual meeting on or before December 1 in each year, of which notice in e-mail to the last known address of each member shall be delivered 7 days prior to the date of the meeting. At this meeting there shall be elected a President, Vice-President, Secretary, Treasurer, (or Secretary-Treasurer), and three directors. The officers and directors so elected shall form a Board, and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting, provided it is so stated in the notice calling such meeting. All directors or officers, and in particular the president, must be nominated and appointed or elected based solely on the degree they have contributed to the goals of the society. General meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by notice to the last known e-mail address of each member, delivered eight days prior to the date of such meeting. A special meeting shall be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting, which shall be by e-mail to the last known address of each member, delivered by e-mail eight days prior to the meeting.

17. Four members in good standing shall constitute a quorum at any meeting.

VOTING

18. Any member who has not withdrawn from membership nor has been suspended nor expelled shall have the right to vote at any meeting of the society. Such votes will be made electronically and by proxy if necessary.

REMUNERATION

19. The Association is not organized, nor shall it be operated, for monetary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to its Members and is organized solely for non-profit purposes. The property, assets and profits and net income of the Association are irrevocably dedicated to the purposes set forth in Section 1 hereof, and no part of its profits or income shall ever inure to the benefit of any Director, Officer or Member thereof or to the benefit of any private person. Unless authorized at any meeting and after notice for same shall have been given, no officer or member of the association shall receive any remuneration for his/her services.

BORROWING POWERS

20. For the purpose of carrying out its objects, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the society, and in no case shall debentures be issued without the sanction of a special resolution of the society.

BY-LAWS

21. The By-Laws may be rescinded, altered or added to by a "Special Resolution".

OBJECTS OF THE ASSOCIATION

1. This Association is created by its Members for the following purposes:

TPA, the Trialware Professional Association, was formed to strengthen the future of trialware (try-before-you-buy software) as an alternative to conventional retail software. Its members, all of whom are companies that develop and sell software who subscribe to a code of ethics or are non-development companies sincerely interested in the advancement of trialware, are committed to the concept of trialware as a method of software marketing.

The TPA's primary goals are:

To encourage a high degree of professionalism among the trialware community by setting programming, marketing and support standards for TPA members to follow;
To promote the positive values and aspects of alternative trial software concepts over the outmoded "shareware" concept for Internet software distribution;
To provide forums in which TPA members may communicate, share ideas and learn from each other;
To assist members in marketing their software;
To encourage broader distribution of trialware and demo software through organizations who agree to identify and explain the nature of trialware;
To inform users about the concept of trial software and about trialware as a software distribution and marketing method.
To encourage broader distribution of trialware through user groups, online distributors, and any others involved in the distribution of trialware, who agree to identify and explain the nature of trialware;