Silicon Vallery Chapter of NASPP
Chapter Bylaws

Amended through August 22, 2002

Article I – Name

The name of this organization shall be the Silicon Valley Chapter of the National Association of Stock Plan Professionals (the "Chapter").

Article II - Purpose

This Chapter is an unincorporated association of the National Association of Stock Plan Professionals ("NASPP"). The purpose of the Chapter is to develop and educate individuals concerned with stock plan design and administration and to enhance the professionalism of its members.

Article III - Membership

Individuals may join the Chapter by applying to NASPP at the National office in Concord, CA. ("National"). Chapter membership is contingent upon membership in the National Organization, however, non-members may attend any event provided by the local Chapter.

Article IV - Annual/Local Dues

The annual dues are assessed by NASPP National. In addition, there are meeting fees for attendance at the local Chapter meetings. Based upon a majority vote of the Board present, when the question is considered, the amount of meeting fees for the local Chapter meetings will be determined.

Article V - Board of Directors

Number - The business and affairs of the Chapter shall be managed and directed by a Board of four (4) or more elected Officers (the "Board"). The initial number of elected Officers to the Board shall be six (6) and thereafter, shall be fixed from time to time by a resolution of the Board. In addition to the elected Officers, the Board may also include up to two elected directors.

Members of the Board - The members of the Board are the President, Vice President, Secretary and Treasurer. In addition, the Board may also nominate for election an Assistant Secretary and Assistant Treasurer.

Annual Business Meeting - An annual business meeting shall be held in March, or at such other date, time and place as the Board shall each year fix for the election of the Board of Directors. The results of election shall be announced at the annual business meeting. Any other proper business may be transacted at the annual business meeting.

Election and Term of Board- Effective at the annual business meeting each year, the membership shall elect a new slate of members to comprise the Board. Each Board member shall serve a one (1) year term or until his/her successor is elected.

Vacancy - When a vacancy occurs on the Board, the Board shall appoint a successor to assume the duties for the remainder of the term. This appointment shall be deemed approved based upon a majority vote of the Board present when the appointment is considered.

Quorum - The majority of the authorized number of Board members shall constitute a quorum for the transaction of business at any meeting of the Board and every act or decision of the majority of the Board members present at a meeting at which a quorum has been established shall be a valid act of the Board. The majority of those present, although less than a quorum, may adjourn the meeting until a quorum is present.

Powers and Duties of the Board - The Board, subject to the restrictions of the law, the Bylaws and the Chapter's charter from NASPP, shall exercise all of the powers of the Chapter and shall have power to appoint a member to serve in place of any Board member who is unable to serve because of temporary absence or disability.

Article VI - Chapter Meetings

It is intended that meetings, which shall include the annual business meeting, will occur no less than six times a year at a location designated by the Board, unless extenuating circumstances prevent a regularly scheduled meeting. The President or the Board may call special meetings at any time for any purpose.

Article VII - Powers and Duties of Officers

President - The President shall be the Chief Executive Officer of the Chapter and shall preside at all meetings of the Chapter/Board. The President shall have general charge of the business of the Chapter and shall appoint standing or special committees, as the President deems necessary.

Vice President - The Vice President shall preside at all meetings of the Chapter/Board in the event the Chief Executive Officer of the Chapter is not available. The Vice President shall assist the President as directed by the President and the duties as described herein.

Secretary - The Secretary shall keep and have charge of the minutes of all proceedings of the members and the Board; shall serve notices of all meetings of the members and of the Board; shall execute official documents, with the President, in the name of the Chapter; shall keep the Bylaws and such other papers as the Board may direct; and shall perform all the duties incident to the office of Secretary, subject to the control of the Board.

Assistant Secretary - The assistant Secretary shall assist the Secretary as directed by the Secretary and the duties as described herein.

Treasurer - The Treasurer shall keep full and accurate accounts of the receipts and disbursements; shall receive and deposit money and other valuables of the Chapter in the name and for the credit of the Chapter.

Assistant Treasurer - The Assistant Treasurer shall assist the Treasurer as directed by the Treasurer and the duties as described herein.

Article VIII - Amendments

Amendments to these Bylaws shall be adopted upon the affirmative vote representing a majority of the members present at a meeting of the members provided proper written notice has been sent to the members and a comment period has been provided.

These Amended and Restate Bylaws reflect the amendments adopted at the August 22, 2002 regularly scheduled meeting of Members.