Article I: Name
The name of the non-profit corporation shall be the NetIP-Phoenix . (hereinafter referred to as the
"Organization".)

Article 2: Registered Office
The Organization shall maintain a registered office and a registered agent in the City of Phoenix, County of
Phoenix, State of Arizona, or at such office as may be determined from time to time by the Board.

Article 3: Purpose
Said corporation is organized exclusively for charitable and education purposes, including, for such
purposes, the making of distributions to organizations that qualify as exempt organizations under section
501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article 4: Structure of the Organization
The structure of this Organization shall consist of a Board of Directors; and may additionally consist of a
Board of Advisers.
1) The Board of Directors (hereinafter referred to as the “Board”) shall consist of five individuals
(hereinafter referred to as “Directors”) which number may be increased or decreased from time to time by
amendment to these Bylaws; provided, that at no time shall the number of directors be less than three (3)
and no decrease in number shall have the effect of shortening the term of any incumbent Director. None of
the directors need be residents of the State of Arizona. The NetIP-Phoenix, Inc. executive board will
appoint the Directors at a time to be determined by the board for the upcoming fiscal year.
2) Any Board of Advisers (hereinafter referred to as “Advisers”) appointed by the NetIP-Phoenix
Foundation, Inc., shall consist of up to four (4) individuals who will act in an advisory capacity to the
Organization. These Advisers may be an external group of experienced professionals from the community
who will serve in a nonfiduciary capacity.

Article 5: Board of Directors
Section 1 General Powers: Delegation
The activities, property and affairs of the Corporation shall be managed by its Board of Directors, who may
exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by
statute or by the Articles of Incorporation or by these Bylaws.

Section 2: Number and Qualifications
a) The Board shall consist of such individuals as defined in Article IV of these by-laws.
b) Unless an individual serving as director of the Board has earlier resigned, has been removed, or died,
the above said of the Board shall hold office until his or her elected successor assumes office.

Section 3: Term of Office
Officers shall serve for a term of one year coinciding with the Fiscal Year as defined in Article IX section 4
of these by-laws.

Section 4: Filling of Vacancies
Any vacancy occurring in the Board resulting from the death, resignation, retirement, disqualification,
removal from office of any Directors, or as the result of an increase in the number of Directors, shall be
filled by the affirmative vote of the majority of the remaining Directors, though not less than a quorum of
the Board, at any annual or special meeting hereof. Any Director elected or appointed to fill a vacancy
shall hold office until the end of the original term of office or until his resignation, retirement,
disqualification or removal from office.

Section 5:Removal
Any Director, either for or without cause at any annual or special meeting of the Board by the affirmative
vote of a majority of the number of Directors fixed by these Bylaws, if notice of the intention to act upon
such matter shall have been given in the notice of such meeting. Any director who shall fail to attend three
(3) consecutive meetings shall be contacted by the President to ascertain such Director’s willingness to
continue to serve as a director of the Board.

Section 6: Place of Meeting
Meetings of the Board shall be held at such places, within or without the State of Arizona, as may from
time to time be fixed by the Board or as shall be specified or fixed in the respective notices or waivers or
notice thereof.
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Section 7:Annual Meeting
An annual meeting of the Board of Directors, commencing with the year 1998, shall be held “on the first
Sunday” of July at a time to be determined by the Board in each year, if not a legal holiday in the place
where the meeting is to be held, and if a legal holiday in such place, then on the next Sunday following at a
time to be determined by the Board at which they shall elect officers, and transact any and all other
business as may properly come before the meeting. Written or printed notice stating the place, day and
hour of each annual meeting of the Board of Directors shall be delivered not less than two (2) or more than
fifty (50) days before the date of such meeting, either personally or by mail, by or at the direction of the
President or Secretary, to each director entitled to vote at such meeting.

Section 8: Regular Meetings
The Board shall hold regular meetings at such times and places as may be fixed from time to time by
resolution adopted by the Board and communicated to all Directors. Except as otherwise provided by
statute, the Articles of Incorporation, or these Bylaws, any and all business may be transacted at any
regular meeting.

Section 9: Special Meetings
Special meetings of the Board may be called by the President on one (1) week notice, either personally or
by mail or by fax. Special meetings shall be called by the President or Secretary in like manner and on like
notice on the written request of two (2) or more directors. Except as may be otherwise expressly provided
by statute or by the Articles of Incorporation, or by these Bylaws, neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of
notice of such meeting.

Section 10: Quorum and Manner of Acting
At all meetings of the Board, the presence of a majority of the number of directors fixed by these Bylaws
shall be necessary and sufficient to constitute a quorum for the transaction of business if the number of
directors fixed by these Bylaws is no more than three (3) but if the number of directors fixed by these
Bylaws is more than three (3), then three (3) directors shall constitute a quorum for the transaction of
business, except as otherwise provided by statute, by Articles of Incorporation, or by these Bylaws.
Directors present by proxy may not be counted toward a quorum. The act of a majority of the directors
present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the act of a greater number is required by statute, by the Articles of Incorporation, or by
these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the
Board. A director may vote in person or by proxy executed in writing by the director. No proxy shall be
valid after three (3) months from the date of its execution. Each proxy shall be revocable unless expressly
provided therein to be irrevocable and unless otherwise made irrevocable by law. If a quorum shall not be
present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum shall be present. At any such
adjourned meeting, any business may be transacted which might have been transacted at the meeting as
originally convened.

Section 11: Director’s Compensation
No Director shall receive compensation for his or her services as a Director or member of a standing or
special committee of the board. Nothing herein contained shall be construed to preclude any Director from
receiving reimbursement for expenses incurred on behalf of the Corporation or in attending meetings of
the Board or any such committee or from serving the Corporation in any other capacity and receiving
compensation therefore.

Section 12: Consent of Directors
Any action required or permitted to be taken at any meeting of the Board or any committee may be taken
without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the
Directors or all of the members of the committee, as the case may be. Such consent shall have the same
force and effect as a unanimous vote, and may be stated as such in any document.

Article 6 : Notices
Section 1: Manner of Giving Notice
Whenever, under the provisions of the statute or of the Articles of Incorporation, or by these Bylaws,
notice is required to be given to any director or advisor of the Corporation, and no provision is made as to
how such notice shall be given, it shall not be construed to require personal notice, but any such notice
may be given in writing by mail, postage prepaid, addressed to such Director at his address as it appears
on the records of the Corporation. Any notice required or permitted to be given by mail shall be deemed to
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be delivered at the time when the same shall be thus deposited in the United States mails, as aforesaid.

Section 2: Waiver of Notice
Whenever any notices is required to be given to any director or committee of the Corporation under the
provisions of the statute, or of the Articles of Incorporation, or of these Bylaws, 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 7: Executive Committee and Special Committees
Section 1: Executive Committee
The Board may, by resolution adopted by affirmative vote of a majority of the number of Directors fixed by
these Bylaws, authorize the annual election of an Executive Committee of the Board to consist of not more
than five (5) directors of the Board. Unless restricted by the Board, the Executive Committee shall,
between meetings of the Board, have all power and authority of the Board.

Section 2: Special Committees
The President may designate two or more persons to constitute a special committee or committees for any
purpose; provided, however, that any such committee or committees shall have and may exercise only the
power of recommending action of the Board and of carrying out and implementing any instructions or any
policies, plans and programs theretofore approved, authorized and adopted by the Board. g

Article 8: Officers, Employees and Agents : Powers and Duties
Section 1 : Elected Officers
The Organization shall have the offices of President, Vice President, Secretary, and Treasurer, and may
additionally have the offices of Chairperson of such committees as may be designated by the Board from
time to time. The Chairperson of each committee may appoint a Vice-Chairperson to assist him or her in
carrying out the duties of the office.

Section 2: Election
So far as is practicable, all elected officers shall be elected by the Board of NetIP-Phoenix, Inc. at each
annual meeting thereof.

Section 3: Appointive Officers
The Board may also appoint one (1) or more assistant secretaries and assistant treasurers and such other
officers and assistant officers and agents as it shall from time to time deem necessary, who shall exercise
such powers and perform such duties as shall be set forth in these Bylaws or determined from time to
time by the Board.

Section 4: Two or More Offices
Any two (2) or more offices may be held by the same person, except that the President and Secretary shall
not be the same person.

Section 5: Compensation
No compensation shall be paid to an elected officer of the Corporation.

Section 6: Terms of Office; Removal; Filling of Vacancies
Each Elected Officer of the Corporation shall hold office for one (1) year or until his earlier death,
resignation, retirement, disqualification, or removal from office. Any officer or agent may be removed at
any time by the Board whenever in its judgment the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so
removed. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the
Board.

Section 7: President
The President shall be the chief executive officer of the Corporation and, subject to the provisions of these
Bylaws, shall have general supervision of the activities and affairs of the Corporation and shall have
general and active control thereof. The President shall preside when present at meetings of the Board.
He/she shall have general authority to execute bonds, deeds, and contracts in the name of the Corporation
and to affix the corporate seal thereto; to cause the employment or appointment of such employees and
agents of the Corporation as the proper conduct of operations may require and to fix their compensation;
to remove or suspend any employee or agent; and in general to exercise all the powers usually
appertaining to the office of president of a corporation, except as otherwise provided by statute, the
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Articles of Incorporation or these Bylaws. In the absence or disability of the President, his/her duties shall
be performed and his powers may be exercised by the Vice Presidents in the order of their seniority,
unless otherwise determined by the President or the Board.

Section 8: Vice President
Each Vice President shall generally assist the President and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to him by the President or the
Board.

Section 9: Secretary
The Secretary shall see that notice is given of all annual and special meetings of the Board and shall keep
and attest true records of all proceedings at all meetings of the Board. He/she shall keep and account for
all books, documents, papers, and records of the Corporation, except those for which some other officer
or agent is properly accountable. He/she shall generally perform all duties usually appertaining to the
office of secretary of a corporation. In the absence or disability of the Secretary, his/her duties shall be
performed and his/her power powers may be exercised as determined by the Secretary or the Board.

Section 10: Treasurer
The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active
control of and shall be responsible for all matters pertaining to the accounts and finances of the
Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all
vouchers for payments by the Corporation and all other documents relating to such payments; shall
receive, audit and consolidate all operating and financial statements of the Corporation and its various
departments; shall have supervision of the books of accounts of the Corporation, their arrangements and
classification; shall supervise the accounting and auditing practices of the Corporation, and shall have
charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies,
funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with
such depositories as the Board shall from time to time direct or as shall be selected in accordance with
procedures established by the Board; shall advise upon all terms of credit granted by the Corporation;
shall be responsible for the collection for all its accounts and shall cause to be kept full and accurate
accounts of all receipts, disbursements and contributions to the Corporation. He/she shall have the power
to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other
commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments
to the Corporation. The Treasurer shall generally perform all duties usually appertaining to the office of
treasurer of a corporation. In the absence or disability of the Treasurer, his/her duties shall be performed
and his /her powers may be determined by the Treasurer or the Board.

Section 11: Additional Powers & Duties
In addition to the foregoing especially enumerated duties, services and powers, the several elected and
appointed officers of the Corporation shall perform such other duties and services and exercise such
further powers as may be provided by statute, the Articles of Incorporation, or these Bylaws, or as the
Board may from time to time determine or as may be assigned to him/her by any competent superior
officer.

Article 9: Miscellaneous
Section 1: Dividends Prohibited
No part of the net income of the Corporation shall inure to the benefit of any private individual and no
dividend shall be paid and no part of the income of the Corporation shall be distributed to its directors or
officers. The Corporation may pay compensation in reasonable amount to its officers for services
rendered and may reimburse its directors as provided in Section 10 of Article Two hereof.

Section 2: Loans to Officers and Directors Prohibited
No loans shall be made by the Corporation to its officers and directors, and any directors voting for or
assenting to the making of any such loan, and any officer participating in the making thereof, shall be
jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.

Section 3: Signature of Negotiable Instruments
All bills, notes, checks, or other instruments for the payment of money shall be signed or countersigned
by such officer, officers, agent, or agents, and in such manner, as are permitted by these Bylaws and as
from time to time may be prescribed by resolution (whether general or special) of the Board of Directors.
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Section 4: Fiscal Year
The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 5: Gender
Words of either gender used in these Bylaws shall be construed to include the other gender, unless the
context requires otherwise.

Article 10: Indemnification of Officers and Directors
The Corporation shall indemnify a director of the Corporation against reasonable expenses incurred by
him in connection with a proceeding in which he is named defendant or respondent because he is or was
such a director, as the case may be, if he has been wholly successful, on the merits or otherwise, in the
defense of the proceeding, unless such indemnification is limited by the Articles of Incorporation. The
Corporation shall also indemnify a director who was, is, or is threatened to be made a named defendant or
respondent in a proceeding because the person is or was a director against any judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the
person in connection with the proceeding if it is determined, in the manner described below, that the
person (i) conducted himself in good faith, (ii) reasonable believed, in the case of conduct in his official
capacity as a director of the Corporation, that his conduct was in the Corporation’s best interests, and in
all other cases, that his conduct was at least not opposed to the Corporation’s best interests and (iii) in the
case of any criminal proceeding , had no reasonable cause to believe his conduct was unlawful; provided
that if the proceeding was brought by or on behalf of the Corporation, the indemnification shall be limited
to reasonable expenses actually incurred by the person in connection with the proceeding; and provided
further that a director may not be indemnified for obligations resulting from a proceeding (i) in which such
director is found liable on the basis that he improperly received personal benefit, whether or not the
benefit resulted from an action taken in such director’s official capacity, or (ii) in which the director is
found liable to the Corporation. Determinations that a person has satisfied the prescribed conduct and
belief standards must be made (i) by a majority vote of a quorum consisting of directors who at the time of
the vote are not named defendants or respondents in the proceeding, (ii) if such a quorum cannot be
obtained, by a majority vote of a committee of the Board designated to act in the matter by a majority vote
of all directors and consisting solely of two (2) or more directors who at the time of the vote are not named
defendants or respondents in the proceeding, or (iii) by special legal counsel selected by the Board or a
committee of the Board by vote as set forth in clause (i) or (ii) of this sentence, or, if the quorum described
in clause (i) cannot be obtained and the committee described in clause (ii) cannot be established, by a
majority vote of all directors. A determination as to reasonableness of expenses shall be mad in the same
manner as the determination as the determination that the person has satisfied the prescribed conduct
and belief standards, except that if the determination that the person has satisfied the prescribed conduct
and belief standards is made by special legal counsel, the determination as to reasonableness of
expenses shall be made by the Board or a committee of the Board by vote as set forth in Clause (i) or (ii) of
the immediately preceding sentence or, if such a quorum cannot be obtained and such a committee
cannot be established, by a majority vote of all directors. The termination of a proceeding by judgment,
order, settlement or conviction, or on a plea of nolo contendere or its equivalent is not of itself
determinative that the person did not meet the requirements for indemnification set forth above.
Notwithstanding any other provision of the Bylaws, the Corporation shall pay or reimburse expenses
incurred by a director in connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the proceeding.

Article 11: Amendments
These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted at any annual or
special meeting of the Board of Directors by the affirmative vote of a majority number of the directors fixed
by these Bylaws, provided notice of the proposed alteration, amendment or repeal or adoption be
contained in the notice of such meeting.

Article 12: Seal
The Board may adopt a corporate seal. If so adopted, the seal shall be in the form of two (2) concentric
circles and shall have inscribed thereon the name of the corporation and the year of its incorporation.

Article 13: Indemnity
The corporation shall indemnify its directors and officers to the extent permitted by Article 2.22A of the
Arizona Non-Profit Corporation Act or any superseding statute under the circumstances in which
indemnification is permitted by said Article 2.22A