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Bylaws

Bylaws of The International VR Photography Association

EIN: 20-1963585

As approved by the Board of Directors in November 18, 2009.

Article 1: Offices

Section 1. Principal Office

The principal office of the corporation is located in Contra Costa County, State of
California. The address is 3020 El Cerrito Plaza #152, El Cerrito, California 94530-
4002.

Section 2. Change of Address

The designation of the county or state of the corporation's principal office may be
changed by amendment of these bylaws. The board of directors may change the
principal office from one location to another within the named county by noting
the changed address and effective date, and such changes of address shall not be
deemed, nor require, an amendment of these bylaws.

Section 3. Other Offices

The corporation may also have offices at such other places, within or without its
state of incorporation, where it is qualified to do business, as its business and
activities may require, and as the board of directors may, from time to time,
designate.

Article 2: Nonprofit Purposes

Section 1. IRC Section 501(c)(3) Purposes

This corporation is organized and operated exclusively for educational purposes
within the meaning of 501(c)(3) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes

The specific objectives and purposes of this corporation shall be to educate the
public about the applications and uses of interactive 360º imaging techniques in
the fields of education, photography, digital imaging, and interactive media. The
means for providing such education includes, but is not limited to, maintaining a
website open to the digital imaging community, educational forums, and
production of educational materials.

Article 3: Directors

Section 1. Number

The corporation shall have seven directors and collectively they shall be known
as the board of directors.

Section 2. Qualifications

Directors shall be of the age of majority in this state. Other qualifications for
directors of this corporation shall be as follows: all directors shall be full
members of the association.

Section 3. Powers

Subject to the provisions of the laws of this state and any limitations in the
articles of incorporation and these bylaws relating to action required or
permitted to be taken or approved by the members, if any, of this corporation,
the activities and affairs of this corporation shall be conducted and all corporate
powers shall be exercised by or under the direction of the board of directors.

Section 4. Duties

It shall be the duty of the directors to:

• Perform any and all duties imposed on them collectively or individually by
law, by the articles of incorporation, or by these bylaws;

• Appoint and remove, employ and discharge, and, except as otherwise
provided in these bylaws, prescribe the duties and fix the compensation, if any,
of all officers, agents, and employees of the corporation;

• Supervise all officers, agents, and employees of the corporation to assure that
their duties are performed properly;

• Meet at such times and places as required by these bylaws;

• Register their addresses and e-mail addresses with the secretary of the
corporation, and notices of meetings mailed or e-mailed to them at such
addresses shall be valid notices thereof.

Section 5. Term of Office

Each director shall hold office for a period of two calendar years and until his or
her successor is elected and qualifies. Terms of office shall be staggered so that
either three or four directors stand for election each year.

In the first year of elections for two year terms (December 2009) the three
candidates winning the largest number of votes will be deemed to have been
elected for a two year term and the four candidates with the next highest number
of votes will be deemed to have been elected for a one year term. At the second
annual election the offices that had been filled for one year terms will be opened
for election to two year terms.

Section 6. Compensation

Directors shall serve without compensation except that a reasonable fee may be
paid to directors for attending regular and special meetings of the board. In
addition, they shall be allowed reasonable advancement or reimbursement of
expenses incurred in the performance of their duties. Any payments to directors
shall be approved in advance in accordance with this corporation's conflict of
interest policy, as set forth in Article 9 of these bylaws.

Section 7. Place Of Meetings

Meetings shall be held on-line by electronic means or at such other place or
means as may be designated from time to time by resolution of the board of
directors.

Section 8. Elections and Annual Meetings

Elections for directors shall be held annually by secure on-line electronic means.
The president will appoint an impartial election manager to handle technical
aspects of the election and to report results. The election manager may not be a
director of the corporation, or a candidate for director, or immediate family of a
director or candidate.

The president will issue a call for candidates no later than the third week of
November for any seats on the board of directors that will become vacant at the
end of that year. A period of no less than two weeks will be specified for
declarations of candidacy and submittal of candidate’s statements and
biographies. At the end of that period the election manager will e-mail the list of
candidates and their statements to all members of the corporation and cause that
information to be displayed prominently on the corporation’s website
www.ivrpa.org.

Voting in the election shall be open for at least two weeks, the exact dates to be
stipulated by the election manager in e-mail to members and on the website.
Voting shall be by secure on-line electronic means, under the control of the
election manager. Each member will have one vote for each seat on the board of
directors open at that election, but may not vote for any candidate more than
once. The candidates receiving the highest number of votes up to the number of
directors to be elected shall be elected to serve on the board.

Within two days of the conclusion of on-line voting the election manager shall
report the results to the president of the board. The president will then announce
the results to all members in e-mail and cause them to be displayed prominently
on the corporation’s website www.ivrpa.org.

An annual meeting of directors shall be held during the month of January, on a
date to be decided by the secretary elected for the previous year. Neither the
incoming nor the outgoing board of directors will conduct business between
December 31 and this initial meeting.

At the annual meeting for directors the secretary elected for the previous year
will act as chairperson and conduct an election for the following officers of the
corporation: president, vice-president, treasurer, and secretary, and then adjourn
the meeting. A new meeting will immediately follow, with the newly elected
president as chairperson. The first order of business will be to set a date during
the month of January for a meeting of members.

An annual meeting for members will be held by on-line electronic means during
the month of January on a date to be set by the board of directors. All members
must be notified of the date and time of this meeting by e-mail, and this
information will be published on the corporate website www.ivrpa.org. At this
meeting the officers of the corporation will be introduced and a budget for the
current fiscal year presented.

Section 9. Special Meetings

Special meetings of the board of directors may be called by the chairperson of the
board, the president, the vice president, the secretary, by any two directors, or, if
different, by the persons specifically authorized under the laws of this state to
call special meetings of the board. Such meetings shall be held by on-line
electronic means.

Special meetings for members may be called by the chairperson of the board, the
president, the vice president, the secretary, or by any two directors. Such
meetings shall be held by on-line electronic means.

Section 10. Notice of Meetings

Unless otherwise provided by the articles of incorporation, these bylaws, or
provisions of law, the following provisions shall govern the giving of notice for
meetings of the board of directors:

• Annual Meetings. Date and time of the annual meetings of the board of
directors and the members shall be announced in e-mail to all members and
published on the corporate website www.ivrpa.org.

• Regular Meetings. Meetings held on a weekly, monthly, or other periodic basis
should be announced by e-mail to all directors, unless the date and time of the
meeting has been arranged at a previous meeting or determined by a standing
resolution of the board of directors.

• Special Meetings. At least one week prior notice shall be given by the
secretary of the corporation to each director of each special meeting of the board.
Such notice may be oral or written, may be given personally, by first class mail,
by telephone, or by facsimile machine, or by e-mail, and shall state the place,
date, and time of the meeting, whether the meeting will be held in person or
electronically, and the matters proposed to be acted upon at the meeting. In the
case of e-mail or facsimile notification, the director to be contacted shall
acknowledge personal receipt of the facsimile notice by a return message or
telephone call within twenty-four hours of the first facsimile transmission.

• Waiver of Notice. Whenever any notice of a meeting is required to be given to
any director of this corporation under provisions of the articles of incorporation,
these bylaws, or the law of this state, a waiver of notice in writing signed by the
director, whether before or after the time of the meeting, shall be equivalent to
the giving of such notice.

Section 11. Quorum for Meetings

A quorum shall consist of FOUR of the members of the board of directors. Except
as otherwise provided under the articles of incorporation, these bylaws, or
provisions of law, no business shall be considered by the board at any meeting at
which the required quorum is not present, and the only motion which the chair
shall entertain at such meeting is a motion to adjourn.

Section 12. Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present is the act of the board of
directors, unless the articles of incorporation, these bylaws, or provisions of law
require a greater percentage or different voting rules for approval of a matter by
the board.

Section 13. Conduct of Meetings

Meetings of the board of directors shall be presided over by the president of the
board, or in his or her absence, by the vice president of the corporation, or in the
absence of each of these persons, by a chairperson chosen by a majority of the
directors present at the meeting. The secretary of the corporation shall act as
secretary of all meetings of the board, provided that, in his or her absence, the
presiding officer shall appoint another person to act as secretary of the meeting.

Meetings shall be governed by Roberts rules of order, insofar as such rules are
not inconsistent with or in conflict with the articles of incorporation, these
bylaws or with provisions of law.

Section 14. Vacancies

Vacancies on the board of directors shall exist (1) on the death, resignation, or
removal of any director, and (2) whenever the number of authorized directors is
increased.

Any director may resign effective upon giving written or e-mail notice to the
chairperson of the board, the president, the secretary, or the board of directors,
unless the notice specifies a later time for the effectiveness of such resignation.

No director may resign if the corporation would then be left without a duly
elected director or directors in charge of its affairs, except upon notice to the
office of the attorney general or other appropriate agency of this state. Directors
may be removed from office, with or without cause, as permitted by and in
accordance with the laws of this state.

Unless otherwise prohibited by the articles of incorporation, these bylaws, or
provisions of law, vacancies on the board may be filled by approval of the board
of directors. If the number of directors then in office is less than a quorum, a
vacancy on the board may be filled by approval of a majority of the directors
then in office or by a sole remaining director. A person elected to fill a vacancy
on the board shall hold office until the next election of the board of directors or
until his or her death, resignation, or removal from office.

Section 15. Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities, or other
obligations of the corporation.

Section 16. Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the
corporation to the fullest extent permissible under the laws of this state.

Section 17. Insurance For Corporate Agents

Except as may be otherwise provided under provisions of law, the board of
directors may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent of the corporation (including a director, officer,
employee, or other agent of the corporation) against liabilities asserted against or
incurred by the agent in such capacity or arising out of the agent's status as such,
whether or not the corporation would have the power to indemnify the agent
against such liability under the articles of incorporation, these bylaws, or
provisions of law.

Article 4: Officers

Section 1. Designation Of Officers

The officers of the corporation shall be a president, a vice president, a secretary,
and a treasurer. The corporation may also have a chairperson of the board, one
or more vice presidents, assistant secretaries, assistant treasurers, and other such
officers with such titles as may be determined from time to time by the board of
directors.

Section 2. Qualifications

The president of the corporation must be a current member of the board of
directors. Any person may serve as one of the other officers of this corporation.

Section 3. Election and Term of Office

Officers shall be elected by the board of directors, at any time, and each officer
shall hold office until he or she resigns or is removed or is otherwise disqualified
to serve, or until his or her successor shall be elected and qualified, whichever
occurs first.

Section 4. Removal and Resignation

Any officer may be removed, either with or without cause, by the board of
directors, at any time. Any officer may resign at any time by giving written
notice to the board of directors or to the president or secretary of the corporation.
Any such resignation shall take effect at the date of receipt of such notice or at
any later date specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. The
above provisions of this section shall be superseded by any conflicting terms of a
contract which has been approved or ratified by the board of directors relating to
the employment of any officer of the corporation.

Section 5. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or
otherwise, of any officer shall be filled by the board of directors. In the event of a
vacancy in any office other than that of president, such vacancy may be filled
temporarily by appointment by the president until such time as the board shall
fill the vacancy. Vacancies occurring in offices of officers appointed at the
discretion of the board may or may not be filled as the board shall determine.

Section 6. Duties of President

The president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, supervise and control the affairs of
the corporation and the activities of the officers. He or she shall perform all
duties incident to his or her office and such other duties as may be required by
law, by the articles of incorporation, or by these bylaws, or which may be
prescribed from time to time by the board of directors. Unless another person is
specifically appointed as chairperson of the board of directors, the president shall
preside at all meetings of the board of directors and, if this corporation has
members, at all meetings of the members. Except as otherwise expressly
provided by law, by the articles of incorporation, or by these bylaws, he or she
shall, in the name of the corporation, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments which may from time to time be
authorized by the board of directors.

Section 7. Duties of Vice President

In the absence of the president, or in the event of his or her inability or refusal to
act, the vice president shall perform all the duties of the president, and when so
acting shall have all the powers of, and be subject to all the restrictions on, the
president. The vice president shall have other powers and perform such other
duties as may be prescribed by law, by the articles of incorporation, or by these
bylaws, or as may be prescribed by the board of directors.

Section 8. Duties of Secretary

The secretary shall:

Certify and keep the original, or a copy, of these bylaws as amended or
otherwise altered to date. Keep a record of minutes of all meetings of the
directors, and, if applicable, meetings of committees of directors and of members,
recording therein the time and place of holding, whether regular or special, how
called, how notice thereof was given, the names of those present or represented
at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these
bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and affix the seal, as
authorized by law or the provisions of these bylaws, to duly executed documents
of the corporation.

Maintain a database containing the name and address of each and any members,
and, in the case where any membership has been terminated, he or she shall
record such fact in the database together with the date on which such
membership ceased.

Exhibit at all reasonable times to any director of the corporation, or to his or her
agent or attorney, on request therefor, the bylaws, the membership book, and the
minutes of the proceedings of the directors of the corporation.

In general, perform all duties incident to the office of secretary and such other
duties as may be required by law, by the articles of incorporation, or by these
bylaws, or which may be assigned to him or her from time to time by the board
of directors.

Section 9. Duties Of Treasurer

The treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of
the corporation, and deposit all such funds in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected by the
board of directors.

Receive, and give receipt for, monies due and payable to the corporation from
any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be
directed by the board of directors, taking proper vouchers for such
disbursements.

Keep and maintain adequate and correct accounts of the corporation's properties
and business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, and losses.

Exhibit at all reasonable times the books of account and financial records to any
director of the corporation, or to his or her agent or attorney, on request therefor.
Render to the president and directors, whenever requested, an account of any or
all of his or her transactions as treasurer and of the financial condition of the
corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial
statements to be included in any required reports.

In general, perform all duties incident to the office of treasurer and such other
duties as may be required by law, by the articles of incorporation of the
corporation, or by these bylaws, or which may be assigned to him or her from
time to time by the board of directors.

Section 10. Compensation

The salaries of the officers, if any, shall be fixed from time to time by resolution
of the board of directors. In all cases, any salaries received by officers of this
corporation shall be reasonable and given in return for services actually rendered
to or for the corporation. All officer salaries shall be approved in advance in
accordance with this corporation's conflict of interest policy, as set forth in
Article 9 of these bylaws.

Article 5: Committees

Section 1. Executive Committee

The board of directors may, by a majority vote of its members, designate an
Executive Committee consisting of four board members and may delegate to
such committee the powers and authority of the board in the management of the
business and affairs of the corporation, to the extent permitted, and, except as
may otherwise be provided, by provisions of law.

By a majority vote of its members, the board may at any time revoke or modify
any or all of the executive committee authority so delegated, increase or decrease
but not below two (2) the number of the members of the executive committee,
and fill vacancies on the Executive Committee from the members of the board.

The executive committee shall keep regular minutes of its proceedings, cause
them to be filed with the corporate records, and report the same to the board
from time to time as the board may require.

Section 2. Other Committees

The corporation shall have such other committees as may from time to time be
designated by resolution of the board of directors. These committees may consist
of persons who are not also members of the board and shall act in an advisory
capacity to the board.

Section 3. Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held, and taken
in accordance with the provisions of these bylaws concerning meetings of the
board of directors, with such changes in the context of such bylaw provisions as
are necessary to substitute the committee and its members for the board of
directors and its members, except that the time for regular and special meetings
of committees may be fixed by resolution of the board of directors or by the
committee. The board of directors may also adopt rules and regulations
pertaining to the conduct of meetings of committees to the extent that such rules
and regulations are not inconsistent with the provisions of these bylaws.

Article 6: Execution of Instruments, Deposits, and Funds

Section 1. Execution of Instruments

The board of directors, except as otherwise provided in these bylaws, may by
resolution authorize any officer or agent of the corporation 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.

Unless so authorized, no officer, agent, or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the board of
directors, or as otherwise required by law, checks, drafts, promissory notes,
orders for the payment of money, and other evidence of indebtedness of the
corporation shall be signed or electronically authorized by the treasurer or such
other director or officer of the corporation as may be designated by the board of
directors.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of
the corporation in such banks, trust companies, or other depositories as the
board of directors may select.

Section 4. Gifts

The board of directors may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the nonprofit purposes of this corporation.

Article 7: Corporate Records, Reports, and Seal

Section 1. Maintenance of Corporate Records

The corporation shall keep in the custody of an officer of the corporation and at a
location designated by the board of directors:

• Minutes of all meetings of directors, committees of the board, and, if this
corporation has members, of all meetings of members, indicating the time and
place of holding such meetings, whether regular or special, how called, the notice
given, and the names of those present and the proceedings thereof.

• Adequate and correct books and records of account, including accounts of its
properties and business transactions and accounts of its assets, liabilities,
receipts, disbursements, gains, and losses.

• A record of its members, if any, indicating their names and addresses and, if
applicable, the class of membership held by each member and the termination
date of any membership.

• A copy of the corporation's articles of incorporation and bylaws as amended to
date, which shall be open to inspection by the members, if any, of the corporation
at all reasonable times during office hours.

Additionally, the following items will be made available to all members on the
corporation website www.ivrpa.org:

• the association charter
• corporation articles of incorporation
• IRS 501(c)(3) letter of finding
• annual reports to government agencies
• annual financial statements as approved by the board of directors
• minutes of meetings as approved by the board of directors
• such other documents of public interest as the board of directors may designate

Section 2. Corporate Seal

The board of directors may adopt, use, and at will alter, a corporate seal. Such
seal shall be kept by an officer of the corporation at a location designated by the
board of directors. Failure to affix the seal to corporate instruments, however,
shall not affect the validity of any such instrument.

Section 3. Directors' Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and
copy all books, records, and documents of every kind and to inspect the physical
properties of the corporation, and shall have such other rights to inspect the
books, records, and properties of this corporation as may be required under the
articles of incorporation, other provisions of these bylaws, and provisions of law.

Section 4. Members' Inspection Rights

If this corporation has any members, then each and every member shall have the
following inspection rights, for a purpose reasonably related to such person's
interest as a member.

• To inspect and copy the record of all members' names, e-mail addresses, and
voting rights, at reasonable times, upon written demand on the secretary of the
corporation, which demand shall state the purpose for which the inspection
rights are requested.

• To obtain from the secretary of the corporation, upon written demand on, and
payment of a reasonable charge for copying and postage or other actual costs to,
the secretary of the corporation, a list of the names, addresses, and voting rights
of those members entitled to vote for the election of directors as of the most
recent record date for which the list has been compiled or as of the date specified
by the member subsequent to the date of demand. The demand shall state the
purpose for which the list is requested. The membership list shall be made
available within a reasonable time after the demand is received by the secretary
of the corporation or after the date specified therein as of which the list is to be
compiled.

• To inspect at any reasonable time the books, records, or minutes of proceedings
of the members or of the board or committees of the board, upon written
demand on the secretary of the corporation by the member, for a purpose
reasonably related to such person's interests as a member.
Members shall have such other rights to inspect the books, records, and
properties of this corporation as may be required under the articles of
incorporation, other provisions of these bylaws, and provisions of law.

Section 5. Right To Copy And Make Extracts

Any inspection under the provisions of this article may be made in person or by
agent or attorney and the right to inspection shall include the right to copy and
make extracts.

Section 6. Periodic Report

The board shall cause any annual or periodic report required under law to be
prepared and delivered to an office of this state or to the members, if any, of this
corporation, to be so prepared and delivered within the time limits set by law.

Article 8: IRC 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation (except as
otherwise provided by Section 501(h) of the Internal Revenue Code), and this
corporation shall not participate in, or intervene in (including the publishing or
distribution of statements), any political campaign on behalf of, or in opposition
to, any candidate for public office.

Notwithstanding any other provisions of these bylaws, this corporation shall not
carry on any activities not permitted to be carried on (a) by a corporation exempt
from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or
(b) by a corporation, contributions to which are deductible under Section170(c)(2)
of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be
distributable to, its members, directors or trustees, officers, or other private
persons, except that the corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets

The property of this corporation is irrevocably dedicated to educational purposes
and no part of the net income or assets of this corporation shall inure to the
benefit of any director, officer, or member thereof or to the benefit of any private
person.

Upon the dissolution or winding up of the corporation, its assets remaining after
payment, or provision for payment, of all debts and liabilities of this corporation
shall be distributed to a nonprofit fund, foundation, or corporation which is
organized for educational purposes and which has established its tax-exempt
status under Section 501(c)(3) of the Internal Revenue Code or shall be
distributed to the federal government, or to a state or local government, for a
public purpose.

Section 4. Private Foundation Requirements and Restrictions

In any taxable year in which this corporation is a private foundation as described
in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute
its income for said period at such time and manner as not to subject it to tax
under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act
of self- dealing as defined in Section 4941(d) of the Internal Revenue Code; 3)
shall not retain any excess business holdings as defined in Section 4943(c) of the
Internal Revenue Code; 4) shall not make any investments in such manner as to
subject the corporation to tax under Section 4944 of the Internal Revenue Code;
and 5) shall not make any taxable expenditures as defined in Section 4945(d) of
the Internal Revenue Code.

Article 9: Conflict of Interest and Compensation Approval Policies

Section 1. Purpose of Conflict of Interest Policy

The purpose of this conflict of interest policy is to protect this tax-exempt
corporation's interest when it is contemplating entering into a transaction or
arrangement that might benefit the private interest of an officer or director of the
corporation or any "disqualified person" as defined in Section 4958(f)(1) of the
Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS
Regulations and which might result in a possible "excess benefit transaction" as
defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified
by Section 53.4958 of the IRS Regulations. This policy is intended to supplement
but not replace any applicable state and federal laws governing conflict of
interest applicable to nonprofit and charitable organizations.

Section 2. Definitions

• Interested Person. Any director, principal officer, member of a committee with
governing board delegated powers, or any other person who is a "disqualified
person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as
amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or
indirect financial interest, as defined below, is an interested person.

• Financial Interest. A person has a financial interest if the person has, directly
or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which the corporation
has a transaction or arrangement,

• A compensation arrangement with the corporation or with any entity or
individual with which the corporation has a transaction or arrangement, or

• A potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which the corporation is negotiating a
transaction or arrangement, Compensation includes direct and indirect
remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3,
paragraph B, a person who has a financial interest may have a conflict of interest
only if the appropriate governing board or committee decides that a conflict of
interest exists.

Section 3. Conflict of Interest Avoidance Procedures

• Duty to Disclose. In connection with any actual or possible conflict of interest,
an interested person must disclose the existence of the financial interest and be
given the opportunity to disclose all material facts to the directors and members
of committees with governing board delegated powers considering the proposed
transaction or arrangement.

• Determining Whether a Conflict of Interest Exists. After disclosure of the
financial interest and all material facts, and after any discussion with the
interested person, he/she shall leave the governing board or committee meeting
while the determination of a conflict of interest is discussed and voted upon. The
remaining board or committee members shall decide if a conflict of interest
exists.

• Procedures for Addressing the Conflict of Interest. An interested person may
make a presentation at the governing board or committee meeting, but after the
presentation, he/she shall leave the meeting during the discussion of, and the
vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate,
appoint a disinterested person or committee to investigate alternatives to the
proposed transaction or arrangement. After exercising due diligence, the
governing board or committee shall determine whether the corporation can
obtain with reasonable efforts a more advantageous transaction or arrangement
from a person or entity that would not give rise to a conflict of interest. If a more
advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or
committee shall determine by a majority vote of the disinterested directors
whether the transaction or arrangement is in the corporation's best interest, for
its own benefit, and whether it is fair and reasonable. In conformity with the
above determination, it shall make its decision as to whether to enter into the
transaction or arrangement.

• Violations of the Conflicts of Interest Policy. If the governing board or
committee has reasonable cause to believe a member has failed to disclose actual
or possible conflicts of interest, it shall inform the member of the basis for such
belief and afford the member an opportunity to explain the alleged failure to
disclose. If, after hearing the member's response and after making further
investigation as warranted by the circumstances, the governing board or
committee determines the member has failed to disclose an actual or possible
conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Board and Board Committee Proceedings

The minutes of meetings of the governing board and all committees with board
delegated powers shall contain:

• The names of the persons who disclosed or otherwise were found to have a
financial interest in connection with an actual or possible conflict of interest, the
nature of the financial interest, any action taken to determine whether a conflict
of interest was present, and the governing board's or committee's decision as to
whether a conflict of interest in fact existed.

• The names of the persons who were present for discussions and votes relating
to the transaction or arrangement, the content of the discussion, including any
alternatives to the proposed transaction or arrangement, and a record of any
votes taken in connection with the proceedings.

Section 5. Compensation Approval Policies

A voting member of the governing board who receives compensation, directly or
indirectly, from the corporation for services is precluded from voting on matters
pertaining to that member's compensation. A voting member of any committee
whose jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the corporation for services is
precluded from voting on matters pertaining to that member's compensation. No
voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or
indirectly, from the corporation, either individually or collectively, is prohibited
from providing information to any committee regarding compensation. When
approving compensation for directors, officers and employees, contractors, and
any other compensation contract or arrangement, in addition to complying with
the conflict of interest requirements and policies contained in the preceding and
following sections of this article as well as the preceding paragraphs of this
section of this article, the board or a duly constituted compensation committee of
the board shall also comply with the following additional requirements and
procedures:

• the terms of compensation shall be approved by the board or compensation
committee prior to the first payment of compensation.

• all members of the board or compensation committee who approve
compensation arrangements must not have a conflict of interest with respect to
the compensation arrangement as specified in IRS Regulation Section 53.4958-
6(c)(iii), which generally requires that each board member or committee member
approving a compensation arrangement between this organization and a
"disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue
Code and as amplified by Section 53.4958-3 of the IRS Regulations).

• is not the person who is the subject of the compensation arrangement, or a
family member of such person.

• is not in an employment relationship subject to the direction or control of
the person who is the subject of the compensation arrangement.

• does not receive compensation or other payments subject to approval by
the person who is the subject of the compensation arrangement.

• has no material financial interest affected by the compensation
arrangement.

• does not approve a transaction providing economic benefits to the person
who is the subject of the compensation arrangement, who in turn has approved
or will approve a transaction providing benefits to the board or committee
member.

• the board or compensation committee shall obtain and rely upon appropriate
data as to comparability prior to approving the terms of compensation.

Appropriate data may include the following:

• compensation levels paid by similarly situated organizations, both taxable
and tax-exempt, for functionally comparable positions. "Similarly situated"
organizations are those of a similar size, purpose, and with similar resources

• the availability of similar services in the geographic area of this
organization

• current compensation surveys compiled by independent firms

• actual written offers from similar institutions competing for the services
of the person who is the subject of the compensation arrangement

• As allowed by IRS Regulation 4958-6, if this organization has average annual
gross receipts (including contributions) for its three prior tax years of less than $1
million, the board or compensation committee will have obtained and relied
upon appropriate data as to comparability if it obtains and relies upon data on
compensation paid by three comparable organizations in the same or similar
communities for similar services.

• the terms of compensation and the basis for approving them shall be recorded
in written minutes of the meeting of the board or compensation committee that
approved the compensation.

Such documentation shall include:

• the terms of the compensation arrangement and the date it was approved

• the members of the board or compensation committee who were present
during debate on the transaction, those who voted on it, and the votes cast by
each board or committee member

• the comparability data obtained and relied upon and how the data was
obtained

• If the board or compensation committee determines that reasonable
compensation for a specific position in this organization or for providing services
under any other compensation arrangement with this organization is higher or
lower than the range of comparability data obtained, the board or committee
shall record in the minutes of the meeting the basis for its determination.

• If the board or committee makes adjustments to comparability data due to
geographic area or other specific conditions, these adjustments and the reasons
for them shall be recorded in the minutes of the board or
committee meeting.

• any actions taken with respect to determining if a board or committee
member had a conflict of interest with respect to the compensation arrangement,
and if so, actions taken to make sure the member with the conflict of interest did
not affect or participate in the approval of the transaction (for example, a
notation in the records that after a finding of conflict of interest by a member, the
member with the conflict of interest was asked to, and did, leave the meeting
prior to a discussion of the compensation arrangement and a taking of the votes
to approve the arrangement).

• The minutes of board or committee meetings at which compensation
arrangements are approved must be prepared before the later of the date of the
next board or committee meeting or 60 days after the final actions of the board or
committee are taken with respect to the approval of the compensation
arrangements. The minutes must be reviewed and approved by the board and
committee as reasonable, accurate, and complete within a reasonable period
thereafter, normally prior to or at the next board or committee meeting following
final action on the arrangement by the board or committee.

Section 6. Annual Statements

Each director, principal officer, and member of a committee with governing
board delegated powers shall annually sign a statement which affirms such
person:

• has received a copy of the conflicts of interest policy,

• has read and understands the policy,

• has agreed to comply with the policy, and

• understands the corporation is charitable and in order to maintain its
federal tax exemption it must engage primarily in activities which accomplish
one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

To ensure the corporation operates in a manner consistent with charitable
purposes and does not engage in activities that could jeopardize its tax-exempt
status, periodic reviews shall be conducted.

The periodic reviews shall, at a minimum, include the following subjects:

a.Whether compensation arrangements and benefits are reasonable, based on
competent survey information, and the result of arm's-length bargaining.

b.Whether partnerships, joint ventures, and arrangements with management
organizations conform to the corporation's written policies, are properly
recorded, reflect reasonable investment or payments for goods and services,
further charitable purposes, and do not result in inurement, impermissible
private benefit, or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the
corporation may, but need not, use outside advisors. If outside experts are used,
their use shall not relieve the governing board of its responsibility for ensuring
periodic reviews are conducted.

Article 10: Amendment of Bylaws

Section 1. Amendment

Subject to the power of the members, if any, of this corporation to adopt, amend,
or repeal the bylaws of this corporation and except as may otherwise be specified
under provisions of law, these bylaws, or any of them, may be altered, amended,
or repealed and new bylaws adopted by approval of the board of directors.

Article 11: Construction and Terms

If there is any conflict between the provisions of these bylaws and the articles of
incorporation of this corporation, the provisions of the articles of incorporation
shall govern. Should any of the provisions or portions of these bylaws be held
unenforceable or invalid for any reason, the remaining provisions and portions
of these bylaws shall be unaffected by such holding. All references in these
bylaws to the articles of incorporation shall be to the articles of incorporation,
articles of organization, certificate of incorporation, organizational charter,
corporate charter, or other founding document of this corporation filed with an
office of this state and used to establish the legal existence of this corporation. All
references in these bylaws to a section or sections of the Internal Revenue Code
shall be to such sections of the Internal Revenue Code of 1986 as amended from
time to time, or to corresponding provisions of any future federal tax code.

Membership Provisions

Article 12: Members

Section 1. Determination and Rights of Members

Classes of members in the corporation shall be determined by the board of
directors. No member shall hold more than one membership in the corporation.

Section 2. Qualifications of Members

The qualifications for membership in this corporation are as follows: interest in
educating the public about the benefits and applications of 360º interactive
imaging.

Section 3. Admission of Members

Applicants shall be admitted to membership upon payment of yearly dues as
determined by the board.

Section 4. Fees and Dues

• No fee shall be charged for making application for membership in the
corporation.

• The annual dues payable to the corporation by members shall be determined
by the board of directors.

Section 5. Number Of Members

There is no limit on the number of members the corporation may admit.

Section 6. Membership Book

The corporation shall keep a membership book or computer database containing
the name, and address, and e-mail address of each member. Termination of the
membership of any member shall be recorded in the book or database, together
with the date of termination of such membership.

Section 7. Nonliability of Members

A member of this corporation is not, as such, personally liable for the debts,
liabilities, or obligations of the corporation.

Section 8. Nontransferability of Memberships

No member may transfer a membership or any right arising therefrom. All rights
of membership cease upon the member's death.

Section 9. Termination of Membership

The membership of a member shall terminate upon the occurrence of any of the
following events:

• Upon his or her notice of such termination delivered to the president or
secretary of the corporation personally or by mail, such membership to terminate
upon the date of delivery of the notice or date of deposit in the mail.

• If this corporation has provided for the payment of dues by members, upon a
failure to renew his or her membership by paying dues on or before their due
date, such termination to be effective thirty (30) days after a written or e-mail
notification of delinquency is given personally, or mailed or e-mailed to such
member by the secretary of the corporation. A member may avoid such
termination by paying the amount of delinquent dues within a thirty (30) day
period following the member's receipt of the written notification of delinquency.

• After providing the member with reasonable written notice and an opportunity
to be heard either orally or in writing, upon a determination by the board of
directors that the member has engaged in conduct materially and seriously
prejudicial to the interests or purposes of the corporation. Any person expelled
from the corporation shall receive a refund of dues already paid for the current
dues period.

All rights of a member in the corporation shall cease on termination of
membership as herein provided.