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BY-LAWS OF QUE Group, Inc. - A NOT-FOR-PROFIT CORPORATION

(As Amended) Effective: February 12th. 2013

ARTICLE I ORGANIZATION

1. The name of the organization shall be QUE Group, Inc.

2. The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE II PURPOSES

The following are the purpose for which this organization has been organized: The corporation intends to provide a forum that promotes communication, education, and the exchange and expression of ideas among current and potential users of Component Control products.

ARTICLE III MEMBERSHIP

Membership in this organization shall be open to all who actively license and operate Component Control software.

ARTICLE IV MEETINGS

Regular meetings of the Board of Directors of this organization shall be held telephonically and periodically, at times to be determined by the Board of Directors.

Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. Notices of such meeting shall be mailed or emailed to all members of the Board of Directors at their addresses as they appear in the membership roll book at least seven (7) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom it was called. At the request of fifty-one percent (51%) or more of the members of the Board of Directors, the president shall cause a special meeting to be called, but such request must be made in writing at least ten (10) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE V VOTING

At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear anything on such ballot that might tend to indicate the person who cast such ballot. If no elective office has more than one candidate, then election of officers and appointment of directors may be by a vote of the then Board of Directors.

At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot, the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election," and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE VI ORDER OF BUSINESS

1. Roll Call.

2. Reading of the Minutes of the preceding meeting.

3. Reports of Committees.

4. Reports of Officers.

5. Old and Unfinished Business.

6. New Business.

7. Adjournments.

ARTICLE VII BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of 5 to 11 members (as determined by the Board of Directors annually prior to the annual elections), together with the officers of this organization. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of one (1) year. At the discretion of the Board of Directors, it may be determined that up to two (2) members of the Board of Directors for the forthcoming year be appointed representatives of Component Control, Inc. Such members will be nominated by the management of Component Control and confirmed by the User Committee of the Board of Directors.

The organization shall have a permanent User Committee which shall include only those members of the Board of Directors that are not appointed representatives of Component Control.

The Board shall have the control and management of the affairs and business of this organization. Such Board shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

Fifty-one (51%) percent of the members of the Board shall constitute a quorum and the meetings of the Board shall be held regularly on the dates to be determined by the Board. Each director shall have one vote and such voting may not be done by proxy.

The Board may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board shall be filled by at least a 51% vote of the majority of the remaining members of the Board for the balance of the year.

The President of the organization by virtue of his office shall be Chairman of the Board.

The Board may select from one of their members a secretary.

A director may be removed when sufficient cause exists for such removal. The Board may entertain charges against any director. The Board shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

ARTICLE VIII OFFICERS

The President shall preside at all membership meetings. He shall by virtue of his office be Chairman of the Board of Directors. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint all committees (excepting the permanent User Committee), temporary or permanent. He shall see that all books, reports, and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization. 

The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.

The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organization. He may be one of the officers required to sign the checks and drafts of the organization.

He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer.

The President, Vice President, Secretary and Treasurer shall by virtue of their office be members of the Board of Directors. No officer shall for reason of his office be entitled to receive any salary or compensation.

ARTICLE IX SALARIES

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

ARTICLE X COMMITTEES

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.

ARTICLE XI DUES

The dues of this organization shall be $ 40 per annum and shall be payable on or before August 1st of each year. Dues may be raised, lowered, suspended, or included in the attendance fees of any Que Group sponsored conference based on a 51% majority vote of the Board of Directors.

ARTICLE XII AMENDMENTS

These By-Laws may be altered, amended, repealed, or added to by an affirmative vote of not less than 51% percent of the Board of Directors.

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