CHARTER

We will be a positive force for enhancing the productivity and usefulness of XyEnterprise Inc., doing business as SDL Structured Content Technologies Division, abbreviated as SDL SCT and related systems for all of our user community. Our relationships with SDL STC and other vendors will always be open and collaborative, and will be founded on the principle of true partnership.

MISSION STATEMENT

To provide needed services to users. These are services that no one user or small group of users could provide for themselves, nor are they so intrinsic to the product that SDL STC should be the provider. We do not want to be redundant with SDL STC or individual users. To provide advice, guidance, and direction to SDL STC and other associated vendors. We will seek to provide focused feedback to SDL STC and other associated vendors on policies, new products, needed features or enhancements, and organizational effectiveness, etc.

XYUSER GROUP INFORMATION

ANNUAL CONFERENCE(S)

The Board of Directors hosts one or more annual conferences that draw users of SDL STC publishing systems, third party vendors and consultant members, key SDL STC staff members, and invited guests. The conference normally features special-interest sessions covering technical and strategic issues. In addition, there may be a product showcase featuring new products and invited third-party vendors that sell products or services that are complementary to SDL STC’s products. The XyUser Group annual business meeting is held during the fall conference and this meeting gives users an opportunity to voice opinions, join committees, and raise issues of concern to them. Most importantly, the conferences are a way for users to meet face-to-face with one another and exchange ideas and information, which is what the users’ group is all about.

STANDARDS OF CONDUCT

There is hereby established by and for the XyUser Group, Incorporated, the following codes of conduct, to be known as the “Standards of Conduct:” Members shall adhere to the spirit and the letter of the Bylaws, regulations and official policy adopted by the users’ group and promote the purposes for which it was created. Members shall be cooperative and helpful in all activities of the users’ group, but shall not interfere in the internal affairs of other members of the group. Members, officers, and employees of the XyUser Group shall never use any information coming to them confidentially in the course of their duties or activities within the users’ group to the detriment of other members of the group to gain an unfair competitive advantage or for other improper purposes. Officers and employees of the XyUser Group shall never discriminate unfairly by dispensing special favors or benefits under circumstances that might be reasonably construed as influencing the exercise of official duties.

NON-DISCLOSURE AGREEMENT

In order to obtain access to the XyUser Group conferences and other activities, all registrants are required to sign a confidentiality, non-disclosure, and non-use agreement: The XyUser Group Conference is a forum in which confidential and proprietary information pertaining to SDL STC, including future product statements, business plans, and company financial data, may be presented. In consideration for my attendance at the XyUser Group Conference, I agree to maintain the strict confidentiality of any information obtained at the conference, and that I will not disclose or otherwise utilize such information except for the benefit of XyUser Group and/or SDL STC. Further, I agree that I continue to be bound by confidentiality and non-disclosure clauses in existing contracts between SDL STC and my Company, to the extent such clauses and contracts exist. Finally, I acknowledge and agree that my attendance at the XyUser Group Conference is expressly conditioned upon my agreement to this confidentiality and non-disclosure agreement and that my failure to agree to same will result in my exclusion from the Conference.

MULTIPLE SITES

Class I End User Members must pay a separate corporate membership fee for each location that possesses a separate SDL STC site code in conjunction with a separate and distinct zip code or postal code. A single Class I End User membership is allowed for companies that run large sites from a single location and for companies that support remote sites from a single data center.

BYLAWS OF XYUSER GROUP, INC.

ARTICLE 1 – MEMBERS

Section 1. Classes, Qualifications and Rights.

The corporation shall have two classes of members:
1. Class I End User Members. End user members are members who are licensed users of one or more SDL STC technologies, which is used directly in support of their company’s publishing and/or document information management activities.
2. Class II Other Members. The Board of Directors may designate an individual or a company as a Class II member as they deem appropriate. Examples of Class II members could include vendor members (individuals or companies offering complementary technologies or services of interest to end user members), consultants (individuals or single-employee companies offering consulting services or other services of interest to end user members), ex-officio members of the Board or current or past employees of SDL STC, among others.
The Board reserves the right to deny or revoke membership if an applicant or end user member engages in activities that are deemed competitive to, or in conflict with, the goals, interests, or activities of the XyUser Group or SDL STC. Any party whose membership is revoked or whose application for membership is denied on the basis of such competitive activity shall not be permitted access to the XyUser Group conferences and other activities absent the express written consent of the Board of Directors.
The members shall not have voting rights. Any individual, corporation, partnership, or other entity may become a member of the XyUser Group by paying the dues as prescribed by the Board of Directors.

Section 2. Certificates.

The corporation will issue a certificate of membership to each member. Each certificate shall specify the class of the member, and shall be signed by an officer authorized by the Board of Directors.

Section 3. Meetings.

The annual meeting of the membership will be held at the annual fall conference. Additional meetings may be held at a time and place designated by the Board of Directors.

Section 4. Conduct of Meetings.

The President, or in his absence a Vice President, if any, shall act as chairman of and preside over meetings of the members. If no such officer is present, the meeting shall elect a chairman. The Secretary, or in his absence an Assistant Secretary, if any, shall act as the secretary of such meetings. If no such officer is present, the chairman shall appoint a secretary of the meeting.

Section 5. Dues.

To be a member in good standing, dues must be paid annually to the XyUser Group. The amount of the dues is determined by the Board of Directors, and the dues amount shall be set semi-annually or annually.

Section 6. Board of Directors and Committee Membership.

The Board of Directors will be comprised of Class I End User XyUser Group members in good standing. The Board of Directors membership shall be in accordance with

Article II, Section 2.

Section 7. Committees.

The XyUser Group shall have two types of committees in order to accomplish its Charter and Mission. The two types of committees are Standing Committees and Special Committees. The Board of Directors determines each committee’s name, charter, and membership.

ARTICLE II – DIRECTORS

Section 1. General Powers.

Except as expressly provided in the articles of incorporation or these Bylaws, all corporate powers of the corporation and all business affairs of the corporation shall be managed by or under the direction of the Board of Directors.

Section 2. Number, Election and Qualifications.

The Board of Directors shall consist of a minimum of five and a maximum of sixteen individuals, with staggered terms as provided in the Articles of Incorporation, so that half of the directors terms shall expire each year. The Executive Director of the corporation and one or more representatives designated by SDL STC shall each serve as ex-officio members of the Board of Directors. With the exception of the ex-officio members, all directors shall be Class I members of the corporation or individuals designated to represent class/members.

Section 3. Annual and Quarterly Meetings.

The Board of Directors shall hold a minimum of three regularly scheduled meetings during a calendar year, one of which shall be an annual meeting on the fourth Monday in June or such other day as the Board of Directors shall designate.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called at any time by the President or a majority of the members of the Board of Directors.

Section 5. Notice.

Written notice of the date, time and place of special meetings shall be given to each director either by postal delivery or by email, not less than ten days before the date of the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or any waiver of notice of such meeting. No notice shall be required for meetings of the Board of Directors which have been scheduled by action of the Board of Directors, as reflected in minutes circulated to the directors.
A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to the action taken at the meeting.

Section 6. Waiver of Notice.

Notice of any meeting may be waived before or after the date and time of the meeting in a writing signed by the director entitled to notice and delivered to the Secretary of the corporation for inclusion in the minutes of the meeting or filing with the corporate records.

Section 7. Action Without Meeting.

Any action required or permitted by law to be taken at a meeting of the Board of Directors may be taken without a meeting. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken.

Section 8. Conduct of Meetings.

The President, or in his absence, a Vice President, if any, shall act as chairman of and preside over meetings of the Board of Directors. If no such officer is present, the meeting shall elect a chairman. The Secretary, or in his absence an Assistant Secretary, if any, shall act as secretary of such meetings. If no such officer is present, the chairman shall appoint a secretary of the meeting.

Section 9. Procedure at Meetings.

The procedure at meetings of the Board of Directors shall be determined by the chairman and (subject to the provisions of Section 17 of this Article) the vote on all matters before any meetings shall be taken in such manner as the chairman may prescribe.

Section 10. Participation by Conference Telephone.

The Board of Directors may permit any or all directors to participate in a meeting of the directors through the use of telephone conferencing or any other means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by such means shall be deemed to be present in person at the meeting. When a meeting is so conducted, a written record shall be made of the action taken at such meeting.

Section 11. Quorum.

A quorum at any meeting of the Board of Directors shall be one-third of the number of directors fixed or prescribed by these Bylaws or, if no number is prescribed, the number of directors in office immediately before the meeting begins. The affirmative vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 12. Committees.

The Board of Directors may create one or more committees and appoint two or more members of the Board of Directors to serve on them at the pleasure of the Board of Directors. Any such committee, to the extent specified by the Board of Directors, may exercise the authority that may be exercised by the Board of Directors except to the extent prohibited or restricted by law, the articles of incorporation or these Bylaws. The provisions of Section 3 through 11 of this Article, which provide for, among other things, meetings, action without meetings, notice and waiver of notice, quorum, and voting requirements of the Board of Directors, shall apply to committees and their members as well.

Section 13. Term of Office.

A Director’s term of office is two years from the time elected, or until a successor is elected and qualified.

Section 14. Resignation.

A director may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary. A resignation shall be effective when delivered, unless thebnotice specifies a later effective date.

Section 15. Removal.

At a meeting of the Board of Directors called and noticed expressly for that purpose any director may be removed, with or without cause, if the number of votes cast to remove the director constitutes a two-third majority of the directors.

Section 16. Vacancies.

Any vacancy in the Board of Directors (including any vacancy resulting from an increase in the number of directors) may be filled by the affirmative vote of a majority of the remaining directors, in which case the successor shall hold office until the next annual meeting of the Board of Directors. The successor elected at that annual meeting shall hold office for a term that will coincide with the remaining term of the class of directors to which that person has been elected.

Section 17. Conflicts of Interest.

No transaction with the corporation in which a director has a direct or indirect personal interest shall be void or voidable solely because of the director’s interest in the transaction if:
(i) the material facts of the transaction and the director’s interest are disclosed or known to the Board of Directors or a committee of the Board of Directors, and the transaction was authorized, approved, or ratified by the affirmative vote of the majority of the directors on the Board of Directors, or on the committee, who have no direct or indirect personal interest in the transaction; provided, however, that a transaction shall not be authorized, approved, or ratified by a single director; or
(ii) if the transaction is unfair to the corporation.

Section 18. Advisory Boards.

The Board of Directors may authorize the creation of and may create or may recognize such advisory boards, committees, or groups as it may deem necessary or appropriate. The purpose of any such board, committee, or group shall be to advise any or all of the Board of Directors, any committee of the board or the members of the corporation, the Executive Director, if any, and the officers of the corporation upon or with respect to such matters as the Board of Directors may deem desirable. Any advice, recommendation, or position given, made or taken by any such advisory board, committee, or group on or with respect to any matter shall be given such consideration as the person or persons receiving the same may deem appropriate but shall not be binding upon such person or persons. The President and the Executive Director, if any, shall be members of each such advisory board, committee or group. The initial members of each such advisory board, committee or
group, other than and in addition to the President and Executive Director, if any, shall be appointed by the President for a term of one year. The successors to such additional members shall be elected by vote of a majority of all of the members of such advisory board, committee or group, provided, however, that the election of any person as a member shall be subject to ratification by the Board of Directors. Each such advisory board, committee or group by vote of majority of all
its members, shall elect one of its members as chairman and may adopt bylaws and rules of procedure for the conduct of its business.

ARTICLE III – OFFICERS AND EMPLOYEES

Section 1. Generally.

The officers of the corporation shall be the President, the first Vice President and second Vice President, the Secretary and the Treasurer, each of whom shall be elected from the Board of Directors by the Board of Directors at a regular meeting of the directors; or if a vacancy shall exist in any such office, at a special meeting of the directors held as soon as may be practicable after the resignation, death, or removal of the officer theretofore holding the same. Each officer shall have the authority to perform the duties which pertain to the office held, or as set forth in these Bylaws, such duties as may be prescribed by the board of directors.

Section 2. President.

The President shall be the chief executive officer of the corporation. The President shall have general supervision over, responsibility for, and control of the other officers, agents and employees of the corporation. The President shall act as chairman of and preside over meetings of the members and directors and shall perform, to the extent consistent with these Bylaws, such duties as may be prescribed by the Board of Directors.

Section 3. Immediate Past President.

The person who has served as President for the preceding term shall serve as Immediate Past President and shall perform, to the extent consistent with these Bylaws, such duties as may be prescribed by the Board of Directors or the President.

Section 4. Vice Presidents.

Each Vice President shall perform, to the extent consistent with these Bylaws, such duties as may be prescribed by the Board of Directors or the President. In the event of and during the absence, disqualification, or inability to act of the President, the Vice Presidents, in the order designated by the Board of Directors, shall have the authority and perform the duties of the President.

Section 5. Secretary.

The Secretary shall have the responsibility for preparing and maintaining custody of minutes of meetings of the members and directors and the responsibility for authenticating records of the corporation. A record of members of the corporation shall be maintained either manually or as computerized records.

Section 6. Treasurer.

The Treasurer shall be the chief financial officer of the corporation. The Treasurer shall have, or supervise, the custody of all monies and securities of the corporation and shall deposit the same in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors and, unless otherwise prescribed by the Board of Directors or the President, shall maintain the books of account and financial records. These records may be computerized records. At the last Board meeting each year the Treasurer shall present to the Board of Directors for approval a budget for the subsequent fiscal year.

Section 7. Executive Director.

The Board of Directors may, but shall not be required to, employ or authorize the President to employ an individual to serve as the Executive Director of the corporation. The Executive Director shall be an employee of the corporation and shall perform such duties, and shall have such authority, as may be required of, or conferred upon by the President or the Board of Directors. The Executive Director shall be an ex-officio member of the Board of Directors and all committees of the Board of Directors provided in these Bylaws or created hereunder.

Section 8. Other Employees.

The Board of Directors may, but shall not be required to, employ or authorize the President to employ such other individuals as the Board of Directors or the President deems necessary or desirable to further the purposes of the corporation.

Section 9. Delegation of Power.

In the event of and during the absence, disqualification, or inability to act of any officer other than the President, such other officers or employees as may be designated by the Board of Directors or by the President shall have the authority and perform the duties of such officer.

Section 10. Term of Office.

Each officer shall be elected by the Board of Directors for a term specified by the Board of Directors, not to exceed two years.

Section 11. Resignation.

An officer may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary. A resignation shall be effective when delivered unless the notice specifies a later effective date.

Section 12. Removal.

Any officer may be removed, with or without cause, at any time by a two-third majority vote of the Board of Directors at an official meeting of the Board of Directors.

Section 13. Execution of Instruments.

Checks, drafts, notes, and orders for the payment of money shall be signed by such officer or officers or such other individual or individuals as the Board of Directors may from time to time authorize, and endorsement of such paper in the ordinary course of business shall be similarly made, except that any officer or assistant officer of the corporation may endorse checks, drafts, or notes for collection or deposit to the credits of the corporation. The signature of any such officer or other individual may be a facsimile when authorized by the Board of Directors.

Section 14. Proxies.

Unless otherwise prescribed by the Board of Directors, the President may from time to time himself, by such proxy or proxies, attorney or attorneys, agent or agents of the corporation as he shall designate in the name and on behalf of the corporation, cast the votes to which the corporation may be entitled to as a shareholder or otherwise in any other corporation, at meetings, or consent in writing to any action by any such other corporation; and he may instruct the individual or individuals so appointed as to the manner of casting such votes or giving such consent, and execute or cause to be executed on behalf of the corporation such written proxies, consents, waivers, or other instruments as he may deem necessary or desirable.

Section 15. Salaries.

At the direction of the Board of Directors, reasonable compensation and reasonable benefits may be paid to or conferred upon officers, employees and agents of the
corporation who, in furtherance of the purposes of the corporation, provide services to or on its behalf.

ARTICLE IV – SEAL

The seal of the corporation shall be a flat-face circular die containing the name of the corporation, of which there may be any number of counterparts or facsimiles, in such form as the Board of Directors shall from time to time adopt.

ARTICLE V – ADMENDMENTS

These Bylaws may be amended or repealed by the Board of Directors except to the extent that this power is reserved exclusively to the members, bylaw or the articles of incorporation.
ADOPTED: June 25, 1990
REVISED: April 27, 2001
REVISED: August 27, 2008
REVISED: February 5, 2010
REVISED: May 7, 2010