Bylaws of Colorado RFID Alliance (CORFIDA)

ARTICLE I
NAME, OFFICES
Section 1.1 Name. The name of the Corporation shall be Colorado RFID Alliance, Inc. which is hereinafter referred to as the "Alliance" or as "CORFIDA."
Section 1.2 Offices.
(a) Business Offices. The initial principal office of the Alliance shall be as stated in the articles of incorporation. The corporation may change the location of its principal office at any time. The corporation may have such other offices, either within or outside Colorado, as the Board of directors may designate or as the affairs of the corporation may require.
(b) Registered Office. The registered office required by the Colorado Revised Nonprofit Corporation Act (the Act) to be maintained in Colorado may be changed at any time by the Board of directors (the Board) or by the officers of the Alliance, or to the extent permitted by the Act by the registered agent of the Alliance, provided in all cases that the street addresses of the registered office and of the business office or home of the registered agent of the Alliance are identical.

ARTICLE II
INCORPORATION, PURPOSE
Section 2.1 Incorporation. The Alliance was incorporated as a nonprofit corporation in the State of Colorado pursuant to the Act.
Section 2.2 Purpose of the Alliance. The purpose of the Alliance is to promote the common business interests of members within the radio frequency identification (RFID) industry including, without limitation, educating the public about, providing a collaborative network for persons interested in, and promoting, RFID technology.
Section 2.3 Limitations of Purpose. In no event shall any of the property, dues, contributions or things of value owned by the Alliance and none of its earnings shall inure to the benefit of a private individual.

ARTICLE III
MEMBERSHIP, MEETINGS
Section 3.1 Members.
(a) Membership. The Articles of Incorporation of this Alliance provide that this Alliance shall have only nonvoting members. The Board may determine the number and types of membership classes and their respective rights and membership dues. Membership may include, but is not limited to all persons (including corporations and other entities) with a professional interest in RFID technology, equipment, software and solutions. Membership shall be evidenced in the membership list maintained by the officer or director designated by the Board. The Board reserves the right to expand, restrict, or modify the membership categories or membership criteria.
(b) Limitation on Liability. No member, Board member or officer shall be personally liable for the debts, liabilities or obligations of the Alliance.
Section 3.2 Application. Persons eligible for membership shall become members when such person:
(a) has completed an application on forms provided for such purpose by the Alliance, or otherwise applied for membership, and agrees to abide by the Alliances Bylaws,
(b) has been accepted for membership under the direction of the Board, and
(c) has paid the required membership fee in an amount established from time to time by the Board.
A decision to reject an application shall be made by the Board.
Section 3.3 Fees. Membership fees shall be in a fixed amount payable determined by the Board. The amount of dues and the time and method of payment thereof shall be determined annually by the Board. The Board may waive a members membership fee.
Section 3.4 Property Rights. The members of the Alliance shall not have any right, title or interest in the real or personal property of the Alliance. Membership in the Alliance is on an individual basis and is nontransferable and nonassignable.
Section 3.5 Expulsion or Suspension. A member of this Alliance may be expelled or suspended by the Board for the following reasons:
(a) conduct detrimental or injurious to the Alliance, or
(b) failure to pay dues within 90 days of the due date.
Section 3.6 Resignation and Reinstatement. Notice of resignation by an active member shall be delivered to an officer of the Alliance. Any dues or fees levied contingent upon such reinstatement shall be established by the Board. No refunds of annual dues will be made on resignation.
Section 3.7 Meetings. Meetings of the members of the Alliance may be held at such times and places and upon such notice as may be determined by the Board.

ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 Number And Qualification. The Board shall consist of between eight and 15 members, as determined by the Board. Each Director must be a natural person who is eighteen years of age or older. A Director need not be a resident of Colorado.
Section 4.2 Powers. Except as otherwise provided in the Act, the articles of incorporation or these bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Alliance shall be managed by, the Board. The Board shall have the following powers:
(a) to establish membership dues and other members which shall constitute the income of the Alliance,
(b) to admit members who do not meet the membership criteria defined in Article 3 and to modify these criteria as it deems appropriate,
(c) to take title to and manage all property and money given to or distributed to the Alliance for the purposes of the Alliance,
(d) to fix the compensation for any and all agents or employees of the Alliance,
(e) to conduct, manage, and control the affairs and business of the Alliance and to make such rules and regulations not inconsistent with the Bylaws,
(f) to establish respective committees of the Board responsible for the performance or various operation activities of the Alliance,
(g) to collect all revenues and make all disbursements for the Alliance, and
(h) all other powers permitted by the Act.
Section 4.3 Method of Election. The directors shall be elected by the Board.
Section 4.4 Term of Office. The term of each Director shall be one year. Directors may be elected for successive terms. Despite the expiration of a Directors term, a Director continues to serve until the Directors successor has been elected and qualifies, or until there is a decrease in the number of Directors.
Section 4.5 Resignation; Removal; Vacancies. Any Director may resign at any time by giving written notice to the chair of the Board, to the President or to the Secretary of the Alliance. A Director's resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A Director shall be deemed to have resigned in the event of such Director's incapacity as determined by a court of competent jurisdiction. Any Director may be removed at any time, with or without cause, in the manner provided by the Act. A vacancy may be filled by the Board. A Director appointed to fill a vacancy shall hold the office for the unexpired term of such Director's predecessor in office. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs.
Section 4.6 Meetings of the Board.
(a) Time and Notice. The Board shall meet at such times and places agreed upon by a majority vote of the Board, but at least four times each year. Notice of each regular meeting stating the time, date and place shall be given by the Secretary at least 10 days prior to the meeting, unless the meeting is a telephonic meeting, in which case notice must be given at least 48 hours prior to the telephonic meeting.
(b) Conduct of Meetings. Roberts Rules of Order will be employed as a guide in the conduct of the business aspects of all meetings.
(c) Quorum. At all meetings of the Board, each Director shall be entitled to cast one vote on any issue on the agenda. Notice of the time and place of such meeting together with the purpose of the meeting shall be given to each Board member without exception for any reason. The presence of a majority of the members of the Board shall constitute a quorum at any meeting.
(d) Voting. A majority vote of the Directors present at any meeting shall be sufficient to transact any business.
(e) Proxies. A Director shall have the option to appoint a proxy for himself or vote by proxy at a meeting of the Board.
(f) Telephonic Meetings. The Board may meet by telephonic and video conference meetings.
Section 4.7 Adjournment of Meeting. When a meeting of the Board is adjourned to another time or place, notice of the adjourned meeting shall be given by announcement at the meeting at which adjournment occurs.
Section 4.8 Written Action. Any action that could be taken at a meeting of the Board may be taken without a meeting when authorized in writing and signed by all of the Directors. Counterpart and electronic signatures are permitted by written action pursuant to this
Section 4.9.
Section 4.9 Attendance Requirements. If any Director fails to attend a majority of the regularly scheduled meetings during any 12 month period, he/she may be removed from the Board by a majority vote of the Board and may only be reinstated by a majority vote of the Board. The Board shall have the discretion to grant a leave of absence to a Board member for a period of time to be determined by the Board.

ARTICLE V
OFFICERS
Section 5.1 Tenure of Office. The officers of the Alliance shall be a President, a Vice President (who may also be designated as President-Elect), a Secretary, a Treasurer, and such other officers as may be appointed by the Board. Officers shall be elected by the members of the Board to serve for terms of one year until their respective successors are chosen and have been qualified. Any officer may at any time be removed by the Board by a majority vote of the Board. The officers may, but are not required to also be serving as a Director of the Alliance.
Section 5.2 Duties of Officers. The officers shall perform duties and have such powers as generally pertain to their respective position, as well as any additional powers and duties as may be set forth from time to time by the Board. The specific duties elaborated below are intended to supplement and not limit the duties of the officers.
Section 5.3 President. The President shall be the chief executive officer of the Alliance. The President shall preside at all meetings of the Board of Directors. The President shall have general supervision, direction and active management of the affairs of the Alliance. The President shall execute on behalf of the Alliance all contracts, deeds, conveyances and other instruments in writing which may be required or authorized by written resolution of the Board for the proper and necessary transaction of the business of the Alliance.
Section 5.4 Vice President. The Vice President is to perform the duties of the President in case of the Presidents absence or disability. The Vice President may become the President when the current president term expires and if so may also be designated the President-Elect. The execution by the Vice President on behalf of this Alliance of any instrument shall have the same force and effect as if it were executed on behalf of the Alliance by the President. The Vice President shall be responsible for preparing and monitoring the budget of each standing committee and shall oversee the activities of other committees.
Section 5.5 Secretary. The Secretary shall record all proceedings of the meetings of the Board. The Secretary shall give or cause to be given all notices, agendas, minutes of the previous meeting of the Board and all other notices as may be required by law or by these Bylaws, and in case of his or her absence or refusal or neglect to do so, any such notice may be given by the President or the Vice-President. The Secretary shall be the custodian of all books, correspondence and papers relating to the business of this Alliance, except those of the Treasurer. The Secretary shall be responsible for maintaining a current list of the names, addresses, email addresses and telephone numbers of the members of the Alliance. The Secretary shall join with the President or Vice President in the execution on behalf of this Alliance of all contracts, deeds, conveyances and other instruments in writing which may be required or authorized to be so executed by the Board. The Secretary shall present at each annual meeting of the Board a full report of the transactions and affairs of the Alliance for the preceding year.
Section 5.6 Treasurer. The Treasurer shall have custody of all the funds and assets of this Alliance. The Treasurer, or a Board appointed designee, shall endorse on behalf of the Alliance all checks, drafts, notes and other obligations and evidences of the payment of money payable to the Alliance, and shall deposit the same, together with all other funds of this Alliance, in such banks, trust companies or other depositories as may be selected by the Board. The Treasurer shall collect all dues and other sums of money due to the Alliance, and shall keep full and accurate account of all receipts and disbursements of the Alliance in books belonging to the Alliance, which shall be open at all times to the inspection of the Board. The Treasurer may be bonded in a manner and amount to be determined by the Board. If directed by the Board, the Treasurer shall be responsible for arranging a yearly audit of the Alliances financial status and shall supply all necessary information or documents to the accounting firm responsible for such audit. The Treasurer shall prepare such written financial reports as the Board directs.
Section 5.7 Advisory/Honorary Board. The Alliance may create an Advisory/Honorary Board.
Section 5.8 Banking. The President, Vice President, and Treasurer have signing authority for any check under the amount of $1,000. Issuance of checks in amounts exceeding $1,000 requires the signatures of any two of the President, Vice President or Treasurer.

ARTICLE VI
BUDGETS
Section 6.1 Budgets. The Board shall annually set a total operating budget for the Alliance. Included in this operating budget shall be all budgets for the standing committees and other appointed committees. All expenditures above that fixed for ordinary and necessary operating expenses must be approved by a majority vote of the Board.

ARTICLE VII
MISCELLANEOUS
Section 7.1 Fiscal Year. Unless otherwise fixed by the Board, the fiscal year of this Alliance shall begin on January 1 and end on the succeeding December 31.
Section 7.2 Indemnification of Directors, Officers, and Employees. The Alliance shall indemnify the members of the Board, its officers, members and employees against any and all expenses, including attorneys fees, liability expenses, in connection with any suit or suits in which may be brought against members of the Board, officers, or employees, involving or pertaining to any other of their official acts or duties in which suits where personal liability is finally established against them. And, this provision shall not be deemed to prevent compromise of any such litigation where the compromise is deemed advisable in order to prevent greater expense or cost in the defense of any such litigation. The Alliance may also consider purchasing Directors insurance for the Board.
Section 7.3 Amendments. These Bylaws may be amended, or replaced and new Bylaws adopted, in whole or in part, by a majority vote of the Board at a meeting of the Board properly convened.
Adopted January 12, 2005