Articles of incorporation and bylaws.


CERTIFICATE OF INCORPORATION OF WORLD WIDE WEB ARTISTS' CONSORTIUM, INC. UNDER SECTION 402 OF THE NEW YORK NOT-FOR-PROFIT CORPORATION LAW

The undersigned, being over the age of nineteen years, in order to form a corporation pursuant to the provisions of the New York Not-for-Profit Corporation Law, does hereby certify:

FIRST: The name of the corporation is World-Wide Web Artists' Consortium, Inc. (the "Corporation").

SECOND: The Corporation is a corporation as defined by Section 102(a)(5) of the New York Not-for-Profit Corporation Law. The purpose for which the Corporation is organized is to provide members with the encouragement and education necessary to develop their artistic skills in the internet, World-Wide Web, and other on-line environments. Given the educational purposes for which the Corporation is organized, it shall be categorized as a Type B corporation as enumerated in Section 201 of the New York Not-for-Profit Corporation Law.

Moreover, the Corporation is organized exclusively for educational and charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Internal Revenue Code), 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 any corresponding section of any future federal tax code.

THIRD: The office of the Corporation shall be located at New York. The principal territory in which the Corporation's activities are to be conducted is the Greater Metropolitan Area of New York City.

FOURTH: The names and addresses of the initial directors are hereinafter set forth:

		David Blumenstein
		Lisa Boyne
		Peter Chislett
		Emily Davidow
		Owen Davis
		Victoria Ehrlich
		Kyle Shannon Geubtner
		Jason Anthony Guy
		Howard Greenstein
		Glenn Haumann
		Lynda J. Meyer
		Bob Ponce
		Miles Rose
		Ruth Shanen
		Chan Suh

FIFTH: The duration of the Corporation shall be perpetual.

SIXTH: Legal notices shall be mailed to Sarah Hewitt, Esq., Brown Raysman Millstein Felder & Steiner LLP, 120 West 45th Street, New York, New York 10036. The above-named attorney shall also be the Corporation's registered agent, and this agent shall be the person upon whom legal process may be served.

SEVENTH: The New York Not-for-Profit Corporation Law requires that this Certificate of Incorporation be approved or consented to by the Supreme Court of the judicial district in which the Corporation is located. The proper judicial district has endorsed hereon or annexed hereto its approval or consent.

EIGHTH: The method of electing directors shall be as set forth in the by-laws of the Corporation.

NINTH: The Corporation shall indemnify every corporate director and officer to the full extent permitted by law.

TENTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 set forth in ARTICLE SECOND hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the 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 this certificate, the Corporation shall not carry on any other activities not permitted to be carriedon (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ELEVENTH: In any taxable year in which the Corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, or any corresponding section of any future federal tax code, (1) the Corporation shall distribute its income for such period at such time and in such manner as not to subject it to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code, or any corresponding section of any future federal tax code, and (2) the Corporation shall not (a) engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code, or any corresponding section of any future federal tax code, (b) retain any excess business holdings as defined in Section 4943 of the Internal Revenue Code, or any corresponding section of any future federal tax code, make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code or any corresponding section of any future federal tax code, or (d) make any taxable expenditures as defined in Section 4045 (d) of the Internal Revenue Code, or any corresponding section of any future federal tax code.

TWELFTH: Upon the dissolution of the Corporation, its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation this __ day of June, 1997.

		/s/ Charles O. Ward
		Charles O. Ward
		Sole Incorporator
		Brown Raysman Millstein	Felder & Steiner LLP
		120 West 45th Street
		New York, New York 10036


BYLAWS OF WORLD WIDE WEB ARTISTS' CONSORTIUM, INC.
(a New York not-for-profit Corporation)

Adopted: June 26, 1997; Revised: November 19, 2001

ARTICLE I

MEMBERSHIP

Section 1.1.

Qualification. The qualifications for membership are as follows: general membership is open to all individuals, corporations, partnerships and associations with an interest in the operations of World-Wide Web Artists' Consortium, Inc. (the "Corporation") who register to become a member and pay the membership dues, if any.

Section 1.2.

Membership Dues. Members may be required to pay to the Corporation dues on an annual or more frequent basis for membership in an amount or amounts to be determined from time to time by the Board of Directors. Only members who have met the membership dues requirements established by the Board of Directors shall be considered "members in good standing" and entitled to vote at meetings of the members.

Section 1.3.

Meetings. Meetings of the members shall take place at least twice annually at a time and place to be fixed by the Board of Directors (the "Board"). As a condition of membership, all members consent to receiving meeting notices by electronic mail, and each member is responsible for ensuring that the Corporation has the member's current contact information, including electronic mail address. Notice of such meetings will be sent by electronic mail to all eligible members not less than two (2) days and not more than fifty (50) days before each meeting. When a meeting is adjourned to another time and/or place, it shall not be necessary to provide notice of the adjourned meeting so long as the time and place to which that meeting is adjourned are announced when the adjournment is taken. At each and all meetings, each member shall sign in with the Secretary or the Secretary's designee.

Section 1.4.

Voting Rights. Members in good standing shall have voting rights with respect to items by motion, election of the Board as specified below and dissolution of the Corporation. Every member entitled to vote may authorize another person or persons to act for him or her by proxy in all matters in which a member is entitled to participate. Every proxy must be signed by the member. No proxy shall be valid after the expiration of six (6) months from the date thereof. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided in the New York Not-for-Profit Corporation Law.

Section 1.5.

Voting Procedure. (a) An item can become a motion for voting by the membership: (i) if initiated by the Board, after Board approval (defined below); (ii) by member request to the Board, after Board approval; or (iii) by a member who has collected signatures from ten percent (10%) of members entitled to vote on such motion. (b) In order for any motion to be voted upon by the membership, the motion must be posted to the Corporation's web site and sent by electronic mail to all members a minimum of ten (10) calendar days before the meeting at which the motion will be voted upon. (c) In order for the membership to vote upon a motion, there must be assembled a quorum of the membership, which quorum must be equal to a majority of the members entitled to vote at such meeting. (d) Prior to the casting of votes, the Secretary shall review voting procedure for the members. (e) Members entitled to vote shall vote by saying Aye, Nay, Abstain, or may refrain from voting entirely. A motion shall be passed if a majority of those members voting declare a vote FOR the motion. (In other words, the number of Aye votes must exceed the combined total of Nay and Abstain votes.)

Section 1.6.

Electronic Voting. A vote of the membership on a motion that has satisfied the requirements of Sections 1.5(a) and 1.5(b) of these by-laws may be taken without a meeting of the members if (a) members are able to submit their votes electronically through the Corporation's web site; (b) the total number of electronic votes submitted is equal to a majority of the members entitled to vote on such motion; and (c) the posting of the motion on the Corporation's web site and the electronic mail to all members required by Section 1.5(b) indicates that the vote on such motion shall be taken electronically and without a meeting of the members. Such motion shall be passed if a majority of the votes submitted electronically are a vote FOR the motion.

Section 1.7.

Removal; Resignation. Members may be removed for cause by the Board, such cause including, but not limited to nonpayment of membership dues, if any, provided there is a quorum of not less than a majority of the Board at which any such removal action is taken. Members may also be removed for cause by a vote of 80% of the members at a meeting of the members where a quorum is present. Members may resign from membership in the Corporation by sending an electronic message to that effect to the Secretary.

ARTICLE II

BOARD OF DIRECTORS; OFFICERS

Section 2.1.

Powers; Election; Number. The activities of the Corporation shall be managed by the Board which shall consist of no fewer than three (3) and no more than fifteen (15) directors. The directors shall be divided into two classes, as nearly equal in number as possible. Directors of the first class shall hold office until the first annual meeting of the members following their election or designation, and directors of the second class shall hold office until the second annual meeting of the members following their election or designation. At each annual meeting of the members, the successors to the class of directors whose terms shall expire at that time shall be elected to hold office for a two (2) year term. Three (3) of the directors shall be elected by the members or the Board, in the Board's discretion, directly to the following officer positions: President; Secretary; and Treasurer. If the Board wishes, it may elect other officers as it may deem necessary or desirable. Each officer shall serve a two (2) year term and until his or her successor is elected and qualified, or until his or her death, resignation or removal. Any change in the number of directors constituting the entire Board shall be determined by a vote of two-thirds (2/3) of the membership at a meeting of the members at which a quorum is present. In no event, however, shall the Board be reduced to less than three (3) directors or increased to more than fifteen (15) directors.

Section 2.2.

Qualification and Nomination of Directors. Persons who wish to run for election to the Board must be members of the Corporation. Such persons must also be at least nineteen (19) years of age. Only those members whose names duly appear on the slate of nominees shall be eligible to be voted upon by the membership. The slate of nominees for election to the Board shall be determined by the Board's Nominating Committee. The Nominating Committee shall be comprised of those Directors whose names appear in a resolution passed by a majority of the Board. Any eligible member may have his or her name added to the slate of nominees by presenting to the Nominating Committee a petition supporting his election signed by ten (10) other members.

Section 2.3.

Election of Directors. Candidates may be elected to the Board according to the procedures in Article I, Section 1.4. Elections shall take place at the annual meeting of the Corporation.

Section 2.4.

Qualification of Directors. All directors shall be members of the Corporation at the time of their nomination. Directors are required to attend all regularly scheduled meetings of the Board.

Section 2.5.

Term. Except as provided by Section 2.8 below, each director shall serve a two (2) year term and until his or her successor is elected and qualified, or until his or her death, resignation or removal.

Section 2.6.

Resignation. Any director may resign at any time by delivering written notice to the Board. The resignation shall be effective upon receipt thereof by the Board or at a subsequent time as shall be specified in the notice. Unless required by the terms of the notice, acceptance shall not be necessary to make the resignation effective.

Section 2.7.

Removal. Any director or officer may be removed for cause by the Board, such cause including, but not limited to, nonpayment of membership dues, if any, or failure to attend two (2) consecutive or half of all regularly scheduled Board meetings within a 12-month period, provided there is a quorum of not less than a majority of the entire Board at which such action is taken.

Section 2.8.

Vacancies. Vacancies in the Board resulting from an increase in the number of directors shall be filled by a vote of the majority of the remaining directors. A director so elected shall hold office until the next succeeding annual meeting at which elections are held and until a successor is elected and qualified. A director elected to fill a vacancy caused by the resignation, death or removal of a director shall be filled by a vote of the majority of the remaining directors, and a director so elected shall hold office for the unexpired term of his or her predecessor.

Section 2.9.

Advisory Board. The directors of the Corporation may form an Advisory Board, comprised of individuals appointed by the Board. The Advisory Board may be entitled to attend any and all meetings of the Board, but shall not be entitled to vote at such Board meetings. Meetings of the Advisory Board shall take place at a time and place to be determined by the Board or the Advisory Board.

ARTICLE III

MEETINGS OF THE BOARD OF DIRECTORS

Section 3.1.

Regular Meetings. Regular meetings of the Board shall be held at such time and place as the Board of Directors may fix. These meetings shall be open to the public. The president shall preside over meetings of the Board and, should the president not be in attendance, any of the directors shall preside.

Section 3.2.

Special Meetings of the Board. Special meeting of the Board of Directors may be called by two or more directors of the Corporation or by the president.

Section 3.3.

Notice of Board Meetings; Waiver of Notice; Adjournments. As a condition of becoming and remaining a director, all directors consent to notices by electronic mail and notices timely appearing on the Corporation's web site. Notice of all meetings shall appear on the Corporation's web site, stating the place, date and hour of the meeting, no later than two (2) days prior to such meeting. Notice need not be given to any director who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such director of such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourned and if the period of adjournment does not exceed ten (10) days in any one adjournment.

Section 3.4.

Action Without Meeting. The Board or any committee of the Board may act without a meeting if, prior or subsequent to such action, each director shall consent in writing to such action. Such written consent or consents may be submitted by electronic means and shall be filed with the minutes of the meeting.

Section 3.5.

Meeting by Telephone and Electronic Means. Members of the Board or a committee of the Board may participate in a meeting of the Board or such committee by means of a telephone conference call, video conferencing, electronic mail, Internet relay chat or any other means of communication by which all persons participating in the meeting are able to hear, interact or communicate with each other.

Section 3.6.

Quorum. The presence of a majority of the entire Board, including any vacancies, shall constitute a quorum of the Board for the transaction of business. The act of a majority of the directors at a meeting at which a quorum is present shall be the act of the Board.

ARTICLE IV

COMMITTEES OF THE BOARD

Section 4.1.

Committees of the Board. (a) The Board of Directors, by resolution of a majority of the entire Board of Directors, may designate one or more committees, including an executive committee, each committee to consist of three (3) or more of the directors of the Corporation and may include one or more additional members who are not directors of the Corporation, or a committee may consist entirely of members who are not directors of the Corporation and who act in an advisory capacity to the Board of Directors, each of which, except those actinr solely in an advisory capacity, to the extent provided in the resolution, shall have and may exercise the authority of the Board, except that no such committee shall:

(1) Make, alter or repeal any by-law of the Corporation;

(2) Elect or appoint any officer or director, or remove any officer or director;

(3) Make any grants or distributions of funds; or

(4) Amend or repeal any resolution previously adopted by the Board.

(b) The Board, by resolution adopted by a majority of the entire Board, may:

(1) fill any vacancy in such committee;

(2) appoint one or more directors to serve as alternate members of any such committee to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members of a committee;

(3) abolish any such committee at its pleasure; or

(4) remove any members of such committee at any time, with or without cause.

(c) A majority of each committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of such committee. Each committee shall appoint from among its members a chairman unless the resolution of the Board establishing such committee designates the chairman, in which case, in the event of a vacancy in the chairmanship, the Board shall fill the vacancy.

(d) Actions taken at a meeting of any such committee shall be kept in a record of its proceedings which shall be reported to the Board at its next meeting following such committee meeting, except that, when the meeting of the Board is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the Board at its second meeting following such committee meeting.

ARTICLE V

DIRECTORS AND OFFICERS

Section 5.1.

Duties and Authority. The directors and officers shall have the following duties and authority:

(a) The directors and officers shall have such duties and possess such authority as may be delegated to the directors and/or officers by the Board, in addition to their fixed authority and duties. The Board may from time to time delegate to one or more directors and/or officers the authority to speak on behalf of the Corporation and may establish the scope of such authority.

(b) The president shall be chief executive officer of the Corporation, shall have general charge and supervision over and responsibility for the affairs of the Corporation and shall preside at all meetings of the Board. The president shall have the general powers and duties of management usually vested in the office of president of a corporation. The president may delegate from time to time to any other officer any or all of such duties and authority.

(c) The secretary shall cause notices of all meetings to be served as prescribed in these By-laws and shall keep or cause to be kept the minutes of all meetings of the Board. The secretary shall post notices of all meetings and the minutes of all meeting of the Board on the Corporation's web site. The secretary shall attend the membership meetings and shall record the results of official votes taken therein. Prior to the casting of votes, the secretary shall review voting procedures for the members. The secretary shall have charge of the seal of the Corporation and shall perform such other duties and possess such powers as are incident to the office or as shall be assigned by the president or the Board.

(d) The treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The treasurer shall perform such other duties and possess such other powers as are incident to the office or as shall be assigned by the president or the Board.

Section 5.2.

Terms. Except as otherwise set forth herein, each director and officer shall hold office for two (2) years and until his or her successor shall have been elected and shall have assumed office, or until his death, resignation or removal.

Section 5.3.

Resignation. Any director or officer may resign at any time by delivering written notice to the Board.

ARTICLE VI

GENERAL PROVISIONS

Section 6.1.

Force and Effect of By-Laws. These by- laws are subject to the provisions of the New York Not-for-Profit Corporation Law and the Certificate of Incorporation as they may be amended from time to time. If any provision in these by-laws is inconsistent with a provision in the New York Not-for-Profit Corporation Law or the Certificate of Incorporation, the provision of the New York Not-for-Profit Corporation Law or the Certificate of Incorporation shall govern to the extent of such inconsistency.

Section 6.2.

Adoption and Amendment to By-Laws or Certificate of Incorporation. These by-laws, as well as the Corporation's Certificate of Incorporation, shall be adopted in toto upon a vote of a majority of the membership so long as a quorum of the membership is present. These by-laws or the Certificate of Incorporation may be altered, amended or repealed by a vote of two-thirds (2/3) of the Board. Written notice of any such by-law or Certificate of Incorporation change to be voted upon by the Board shall be given not less than ten (10) days prior to the meeting at which such change shall be proposed.

Section 6.3.

Compensation. Neither directors nor officers shall receive any fee, salary or remuneration of any kind for their services as directors and/or officers, provided, however, that directors and officers may be reimbursed for reasonable expenses incurred with approval of the Board.

Section 6.4.

Indemnification and Insurance. Except as otherwise directed by the Board, any director made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he is or was a director of the Corporation or arising out of any action or actions taken or not taken by any such director as a director of the Corporation, shall be indemnified by the Corporation to the fullest extent permitted by law.

The Corporation shall obtain such insurance as the Board shall from time to time determine to protect the Corporation against losses caused by the fraudulent or dishonest acts of any director, officer or employee, to reimburse the Corporation for any obligation incurred pursuant to the first paragraph of this Section 6.4, and to indemnify directors and officers under circumstances permitted by law.

Section 6.5.

Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year.

Section 6.6.

Dissolution. The Corporation may be dissolved upon a vote of two-thirds (2/3) of the Board and the members.


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