VIVIT Worldwide BYLAWS

ARTICLE I NAME

1.0 Name. The name of the corporation is Vivit, referred to hereinafter as Vivit.

ARTICLE II OBJECTIVES

2.0 Purposes. The principal purposes of Vivit are:

2.0.1 To exchange and share information of mutual interest and value to users of Hewlett-Packard Software and related technology.

2.0.2 To receive information from HP and 3rd party Vendors regarding plans for products related to HP Software and related technology. (3rd Party Vendors are defined to be organizations that are developing products and programs that complement HP ‘s own offerings ).

2.0.3 To provide input to standards-setting bodies regarding the development and implementation of relevant industry standards; and to promote implementation by Vendors of relevant standards for the management of networks and systems.

2.0.4 To serve as a synchronized coordinated voice to HP and 3rd party Vendors to communicate members' requirements in all technical areas (“Requirements System”).

2.0.5 Any other legal purpose.

ARTICLE III MEMBERSHIP

3.0 Membership Classes.

3.0.1 General Membership. Membership in Vivit is available to all persons who have a substantial interest in IT management and related management software and practices using HP Software related technologies. General members have voting rights, may serve as officers or members of the Board of Directors of the corporation, and may participate in any services as defined for members contingent on their membership level as defined by the Board of Directors. Hewlett-Packard employees are not eligible for full membership.

3.0.2 HP-Employee Membership. HP-Employee membership is available to all persons who are currently employees of
Hewlett-Packard HP-Employee members do not have any voting rights and may not serve as officers or as members of the Board of Directors of the corporation. They can participate in any services as defined for members contingent on their membership level as defined by the Board of Directors.

3.0.3 No Ownership Interest. The Members shall not have any ownership interest in or right to possess the assets of Vivit, except as expressly provided in the Member’s Membership Agreement.

3.1 Meetings.

3.1.1 Annual Meeting. The annual meeting of the members of Vivit shall be held each year on such dates as determined by the Board of Directors. The annual meeting of members is the annual meeting for corporate law purposes to transact such business as may properly come before it. At each meeting, the president shall make a report to the membership and provide the members an opportunity to comment on or question matters of policy and procedure.

3.1.2 Special Meetings. Special meetings of the members may be called by or at the direction of the president, the Board of Directors, or members having one-twentieth (1/20) of the votes entitled to be cast at such meetings. Special meetings shall be held at a location determined by the Board of Directors.

3.2 Application for Membership. Acceptance of members is the responsibility of the Board of Directors in accordance with these bylaws and policies. Requests for membership shall be made by completing an online (electronic) membership application form that will be processed in accordance with Vivit bylaws and policies.

3.3 Obligation of Members. All members shall abide by these bylaws and the policies of Vivit, as determined by the Board of Directors. No member shall engage in any conduct which is prejudicial to the best interest of Vivit, its Code of Ethics or industry standards. Any member found by the Board of Directors, to have violated, or acted in disregard of, any obligation of membership shall be subject to such disciplinary action, including expulsion from membership, as the Board of Directors may deem appropriate in the circumstances.

3.4 Termination of Membership. Continuation of membership is contingent upon members continuing to fulfill the qualifications for membership, updating the membership profile held online by Vivit and abiding by these bylaws and the policies of Vivit, including the payment of dues to Vivit (if any). The deliberate registration of additional “duplicate” membership accounts, interfering with the fairness of the online voting system is prohibited. Failure to comply shall be ground for termination of membership. The Membership Committee may recommend possible termination to the Board of Directors. Application for reinstatement of membership in the case of a membership that has been terminated must include assurance that the cause for membership loss has been remedied and that the prospective member qualifies under the current membership requirement. A member shall only be reinstated after submitting an application to the Membership Committee, followed by an affirmative vote of the Board of Directors. The terminated member has the right to make an appeal to the Board of Directors prior to the vote on reinstatement.

3.5 Rights of Members.

3.5.1 Voting. There will be one vote per member then entitled to vote, on official ballots, for the election of officers, changes to bylaws, or any other matters submitted to a vote of members pursuant to these bylaws. Whenever voting by members is required or allowed in these bylaws, it shall include General members but not HP-Employee class members.

3.5.2 Qualifications of Directors and Officers. Any General member is eligible for nomination and election to the Board of Directors, and any General member is eligible for nomination and appointment as an officer of Vivit.

3.5.3 Official Notices of Vivit. An Vivit member shall receive copies of all official notices of Vivit. These notices may be provided via electronic mail.

3.6 Action by Members.

3.6.1 Quorum. Members representing ten percent (10%) of the votes entitled to be cast represented in person or by proxy shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the votes entitled to be cast by the members present, either in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law, the articles of incorporation of Vivit or these bylaws. Once a member is represented for any purpose at a meeting, including the purpose of determining a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting.

3.6.2 Meeting Notice. A formal notice of an annual or special meeting of members of Vivit stating the place, date, and time of the meeting, and in the case of a special meeting, stating the purpose or purposes for which the meeting has been called, shall be given not less than ten (10) days before the date of the meeting. For the purpose of Colorado law and these bylaws, any meeting at which a vote of members is taken shall be considered a meeting of the members, and the preliminary agenda, if delivered to members within the dates notice is to be provided, will serve as the notice for that meeting and such notice shall be effective when mailed. Notice may be waived in writing (or electronic mail) by a member, either before or after the meeting. Attendance of a member at any meeting shall constitute a waiver of notice of such meeting except where the member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.6.3 Proxies. At all meetings of members, a member may vote by proxy executed in writing by such member. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after two (2) months from the date of its execution.

3.6.4 Informal Action. Any action required to or which may be taken at a meeting of members may be taken without a meeting if a consent in writing, electronic mail, or posted to a common an all-member inclusive forum, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Action taken pursuant to this section shall be effective when Vivit has received writings that describe and consent to the action, signed by all the members entitled to vote thereon. Action taken pursuant to this section shall be effective as of the date of the last notification necessary to effect the action is received by Vivit, unless all the writings specify a different date.

3.6.5 Action by Electronic Ballot. Except as otherwise provided under these Bylaws or provisions of law, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if Vivit distributes a written or electronic ballot to each Member.

The ballot shall:
(1) Set forth the proposed action;
(2) Provide an opportunity to specify approval or disapproval of each proposal;
(3) State the percentage of approvals necessary to pass the measure submitted; and
(4) Shall specify the date by which the ballot must be received by the Corporation in order to be counted. The date set shall afford Members a reasonable time within which to return the ballots to the Corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws.

4 ARTICLE IV
BOARD OF DIRECTORS

4.0 Powers. All corporate powers shall be exercised by the Board of Directors, except as otherwise expressly provided by law, the articles of incorporation, or by these bylaws. Powers of the Board of Directors include, without limitation:

4.0.1 Development, determination and prosecution of Vivit policy.
4.0.2 Interpretation and implementation of decisions of the members, and of the Board of Directors.

4.0.3 Approval of the Vivit budget and the budgets of any subunit of Vivit, and the designation of an independent certified public accounting firm to review or audit Vivit's financial records and to prepare all necessary tax returns and financial statements.

4.0.4 Establishment of initiation, membership or registration fees and subscription rates for Vivit publications.

4.0.5 Approval of and use of the Vivit name, in whole or in part, by other organizations.

4.0.6 Conduct of business as necessary to meet Vivit's objectives.

4.1 Number and Term of Office. The Board of Directors shall consist of nine (9) members. Except as provided below, Members of the Board shall be elected by the membership by a postal or electronic mail ballot, or by any other electronic vote acceptance system, at the annual meeting of members a special meeting called for that purpose, or via an online (electronic) election campaign.

4.1.1 Staggered Board. The terms of the Directors shall be staggered in accordance with the following provisions: The initial Directors on the nine (9) member Board of Directors shall be divided into three (3) groups, with the first group containing three (3) Directors, the second group containing three (3) Directors, and the third group containing three (3) Directors. In order to achieve this even rotation, the terms of the service for a particular number of directors may be altered to less than 3 years during the first voting cycle following these bylaws being accepted. Further terms for existing or new Board Members shall continue to follow the established pattern until further notice.

4.1.2 Term, With the possible exception of a candidate in the first round of voting (who may be elected for only 2 years) persons elected as Directors shall be elected for a term of three (3) years to succeed those whose terms expire. Despite the expiration of his or her term, a Director continues to serve until his or her successor is elected and qualified. A member of the Board of Directors shall be eligible to run for a new term on the Board of Directors immediately after the expiration of his or her previous term.

4.1.3 Advisor. If the Board of Directors appoints as president a member of the Board of Directors in the final year of such member’s term, that person shall serve as an advisor on the Board of Directors during the year following the expiration of such person’s term as president. An advisor shall not have the right to vote as a member of the Board of Directors and shall not be counted to establish a quorum.

4.1.4 Executive Director. The Board may employ an Executive Director, who shall serve with voice but without vote. The Board shall fix the salary, duties, and other considerations for employment of the Executive Director.

4.2 Qualifications of Directors. Directors must, at the time of their nomination, and election to the Board of Directors, and for the duration of their term in office, be general members.

4.2.1 Directors who are no longer general members shall resign from the Board, and if they fail to do so shall automatically be deemed to have resigned, within a reasonable and customary period of time which is in the best interest of the organization as defined by Vivit policy as determined by the Board of Directors.

4.2.2 A Director may be removed from the Board of Directors at an annual or special meeting of members, with or without cause, by a vote of a majority of the members present in person or by proxy, entitled to vote at an election of directors.

4.3 Vacancy in Office. In the event of a vacancy on the Board of Directors, the vacancy shall be filled by a majority vote of the remaining Board of Directors, though less than a quorum.

4.3.1 All vacant positions on the Board are to be filled as soon as possible, with every reasonable effort made to fill the position within 90 days after the beginning of the vacancy. Any person appointed to the Board of Directors shall have all responsibility and authority as if that person was elected by the membership. Members of the Board of Directors elected to office by the Board of Directors to fill vacancies shall remain in office until the next election or until their successors are duly elected and qualified.

4.4 Quorum. Not less than two-thirds (2/3) of the members of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a smaller number may adjourn any meeting to a later date.

4.5 Action by Majority Vote; Electronic Means; Consent in Lieu of Meeting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, the articles of incorporation of the corporation or these bylaws. Directors may participate in and act in at any meeting of the Board of Directors through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Any action required to or which may be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing (postal, or electronic mail), setting forth the action so taken, is signed by all of the Directors. Each of the foregoing provisions shall also apply to committees of the Board of Directors.

4.6 Policy. The Board of Directors shall from time to time establish, modify, or cancel policies governing the actions of the Directors and of the organization, and in the event of a conflict between such policies and these bylaws, the provisions of these bylaws shall control.

4.6.1 The secretary shall make available to a member, upon request by such member, all policies and distribute any changes to such member within a 120-day period after adoption or modification.

4.6.2 If at least ten percent (10%) of the members present a petition requesting the Board of Directors to initiate, modify or cancel Vivit policy, the Board of Directors shall submit the matter to a vote of the Board of Directors.

4.7 Regular Meetings. The Board of Directors shall hold regular meetings at such place and at such times as may be designated by resolution of the Board of Directors, without other notice than such resolution. These meetings may take the form of physical gatherings, but may also be facilitated by virtual gatherings via electronic conferencing technologies such as telephone or web conferencing.

4.8 Special Meetings. Special meetings of the Board of Directors may be held at any time at the request of the president or at the request in writing of a majority of the directors. Special meetings of the Board of Directors may be held at such place and time, either within or without the State of Colorado, as shall be specified in resolutions of the Board or notice of such special meeting.

4.9 Notice of Meetings. Notice of each special meeting shall be delivered by or at the direction of the secretary to each Director at least three (3) days before the day on which the meeting is to be held. Notice may be waived in writing by a Director, either before or after the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

4.10 No Liability. No individual serving on the Board of Directors nor any of its committees shall be personally liable for the debts, liabilities, or obligations of Vivit, unless said liability proximately results from the gross negligence or willful misconduct of said Board Member.

ARTICLE V
OFFICERS

5.0 Officers. The officers of Vivit shall be a president, , secretary, and treasurer. The Board of Directors may appoint such other officers and vest such other officers with duties it deems appropriate. The officers shall be appointed by the Board of Directors. Officers shall hold office for a one (1) year term or until their successors are duly elected and qualified; provided, however, that any officer appointed by the Board of Directors may be removed at any time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary. All officers shall be 18 years of age or older. Each officer will have such duties or functions as are provided by these bylaws. Officers must, at the time of their nomination, election and during their term of office, be full members of
Vivit.

5.0.1 The president, as Chairman of the Board, presides over all meetings of the members and at all meetings of the Board of Directors. The president shall be a member of the Board of Directors, as appointed by the Board. The president shall be the official liaison for communications between the Executive Director and the Board, all external communication of Vivit, and enjoy those general powers as vested as prescribed by the Board.

5.0.2 The executive director, as Chief Executive Officer, shall be a full time employee of Vivit, selected and appointed by the Board of Directors and shall be responsible for the management and the administration of the day-to-day affairs of Vivit subject to the program policies of the Board of Directors. The executive director shall be responsible for the efficient and effective administration of Vivit’s staff and for the planning and coordination of the activities, as approved by the Board of Directors. The executive director shall be authorized to incur on behalf of Vivit ordinary and necessary business expenses, providing such funds have been approved by the Board of Directors in the annual budget. The executive director shall attend and participate in Board of Directors and Membership meetings, ex officio.

5.0.3 The secretary will be the official secretary of Vivit, and shall be the recording secretary of all meetings of the Board of Directors and meetings of members; shall cause all notices required to be given by Vivit to be duly given and served; shall serve as parliamentarian of the corporation; cause the reports, statements and other documents required by law to be properly kept and filed; provide membership records; and maintain liaison with the Vivit attorney, and shall serve as otherwise directed by the Board of Directors.

5.0.4 The treasurer shall serve as chief financial officer of Vivit and be responsible for all monies received and expended for the use of Vivit, shall cause Vivit to satisfy its financial obligations; develop financial plans and budgets; provide regular financial reports; provide for proper insurance coverage; manage Vivit investments; cause the annual corporate financial audit or review to occur, and shall serve as otherwise directed by the Board of Directors.

ARTICLE VI
ELECTIONS AND APPOINTMENTS

6.0 Frequency. Directors shall be elected by a postal or electronic mail ballot or at the annual meeting of members unless otherwise provided herein, and officers shall be appointed by the Board of Directors at the new Board of Director’s first meeting following the annual election by members, or from time to time thereafter. Annual meetings of members may be held in conjunction with Vivit and/or HPSU conferences.

6.1 Director Nominations. The nominating committee shall select candidates for each vacant position on the Board of Directors.

6.2 Director Nomination by Petition. Additional nominations for Director may be made by petition in accordance with the policies of Vivit.

6.3 Election Supervision; Balloting by Mail. Elections shall be held under the general supervision of the nominating committee. The Board of Directors may authorize any election of directors to be held by mail ballot, and may adopt the necessary procedures and safeguards for such an election.

ARTICLE VII
ORGANIZATION

7.0 Organization. Vivit shall have certain committees for the purpose of conducting the affairs of Vivit and fulfilling its purposes.

7.1 Committees. The Vivit Board of Directors at its discretion shall establish committees from time to time to assist in the management and administration of Vivit. Each committee shall be authorized by a resolution of the Board of Directors establishing its purpose, authority, membership and termination. The secretary shall maintain all committee resolutions as part of Vivit official records. Each committee shall consist of one (1) or more Director(s) of the corporation and such other persons as the Board of Directors deems appropriate. The Chair of each committee shall be a Director of the corporation serving on such committee. The permanent committees shall be as follows:

7.1.1 Nominating Committee. The nominating committee shall be responsible for administering and overseeing the nomination of Directors and the annual election process in accordance with the policies and bylaws of Vivit, and as directed by the Board of Directors.

7.1.2 Membership Committee. The membership committee shall have the responsibility to review and take action on applications for membership, criteria for membership, and to perform other duties in accordance with the policies and bylaws of Vivit and as directed by the Board of Directors.

7.1.3 Finance Committee. The finance committee shall be responsible for reviewing and recommending to the Board of Directors financial policy and shall be responsible for retaining qualified certified public accountants and causing such certified public accountants to review or audit the financial records of the corporation. The finance committee shall cause annual budgets and financial projections to be prepared and submitted to the Board of Directors. The finance committee shall include the treasurer.

7.2 Conflict of Interest. No person may hold a position on the Board of Directors or in any official position while an employee of, or contractor with, Hewlett-Packard, unless said conflict is fully disclosed to the Board and is determined to be insubstantial. Everyone who serves in an official capacity for Vivit shall sign on an annual basis a statement disclosing any potential or real conflict of interest. In considering specific board resolutions, any interested officer or director shall promptly disclose any potential conflict of interest as it directly relates to a certain matter and recuse himself or herself from deliberations and voting on the interested matter. Any interested matter shall be approved pursuant to Section 7.4.

7.3 Removal of Interested Board Member. The Board of Directors may remove any director or officer that it believes, in its own discretion, exhibits a potential or actual conflict of interest. Removal of any director or officer requires a vote of two-thirds (2/3) of the disinterested members of the Board of Directors. In addition, any policy regarding conflict of interest may only be amended by a vote of two-thirds (2/3) of the members of the Board of Directors.

7.4 Interested Transactions. All contract or other transaction between Vivit and one or more of its directors or officers of any other corporation, firm, association or entity in which one or more of its directors are directors or officers or financially interested, shall be either void or voidable because of such relationship or interest or because such director or officer are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction or because his/her or their votes are counted for such purpose unless:
(i) the material facts of the transaction and the director’s or officer’s interest were disclosed or known to the board of directors and the board of disinterested directors authorized, approved, or ratified the transaction, and the interested director disqualifies himself or herself from voting on and deliberating the matter although an interested director can count toward a quorum; or
(ii) the material facts of the transaction and the interested director’s were disclosed or known to the members entitled to vote and they authorized, approved, or ratified the transaction; and
(iii) the transaction was fair to the corporation

ARTICLE VIII
AMENDMENT OF BYLAWS

8.0 Initiating Amendments

8.0.1 The Board of Directors may propose a change to the bylaws.

8.0.2 If members representing at least 10 percent of the members present a petition requesting the Board of Directors to initiate a change in the bylaws, the Board of Directors shall submit the matter to a membership vote at the earliest practical date, but not later than twelve (12) months from the date the petition is submitted to the Vivit secretary or president.

8.0.3 The bylaws may be amended at any meeting of members or via electronic ballot.

8.1 Voting. The bylaws shall be amended upon approval by a majority of the votes entitled to be cast by the members present, either in person or by proxy, at a meeting at which such an amendment is considered or via electronic ballot.

ARTICLE IX
PARLIAMENTARY AUTHORITY

9.0 Parliamentary Authority. The then current Robert's Rules of Order shall be the binding parliamentary authority.

ARTICLE X
INDEMNIFICATION

10.0 Indemnification. The corporation shall indemnify Directors of the corporation in their capacities as Directors pursuant to the procedures set forth in, and the fullest extent authorized by, Colorado law as the same exists or may hereafter be amended. The right to indemnification provided herein shall be a contract right and shall include the right to be paid by the corporation in accordance with Colorado law for expenses incurred in advance of any proceeding's final disposition.

The corporation may indemnify officers, employees and agents of the corporation to the same extent as is permitted for directors under Colorado law (and to a greater extent if consistent with law). No such indemnification shall be made without the prior approval of the Board of Directors and the determination by the Board of Directors that such indemnification is permissible.

The corporation may, at the discretion of the Board of Directors, purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee and agent of the corporation or another company, partnership, joint venture, trust, or other enterprise against any expense, liability or loss whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under Colorado law.

The foregoing rights of indemnification shall not be exclusive of other rights to which any director, officer, employee or agent may be entitled as a matter of law.

ARTICLE XI
NONDISCRIMINATION

11.0 Nondiscrimination. It is the commitment of Vivit that any qualified individual may participate in all activities, and hold office, without regard to their race, sex, sexual orientation, religion, age, national origin, physical or mental impairment.

ARTICLE XII
DISSOLUTION

12.0 Voting Requirements. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds (2/3) of the votes of members present at the meeting, or, in the event of a mail vote, upon receiving at least two thirds (2/3) of the votes which are entitled to be cast on the question.

12.1 Disposition of Assets. Upon dissolution or liquidation of this corporation, all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provisions shall be made therefore. Thereafter, remaining assets shall be distributed in accordance with the articles of incorporation, with distributions to and paying level members made pro-rata based upon membership outstanding as of the date of the last meeting or ballot of members. In the event there are no paying members, assets shall be distributed similarly to all members made pro-rata based upon membership outstanding as of the date of the last meeting or ballot of members.

ARTICLE XIII
ANTITRUST

13.1 Competition. Each Member acknowledges that the Members are committed to fostering competition in the development of new products and services and that Vivit’s services are intended to promote such competition. The Members further acknowledge that some of them may compete with one another in various lines of business and that it is therefore imperative that they and their representatives act in a manner that does not violate any applicable antitrust laws and regulations. Without limiting the generality of the foregoing, the Members acknowledge that the Members that are competitors shall not discuss issues relating to product costs, product pricing, methods or channels of product distribution, any division of markets, or allocation of customers or any other topic that would be prohibited by applicable antitrust laws. Accordingly, each Member hereby assumes responsibility to provide appropriate legal counsel to its representatives acting according to these Bylaws regarding the importance of limiting their discussions to subjects that relate to the purposes of the Corporation, whether or not such discussions take place during formal meetings, informal gatherings, or otherwise. Each Member consents to the Vivit’s giving notice of Member’s membership in Vivit, to the extent necessary for the Corporation to invoke the protection of the National Cooperative Research and Production Act of 1993. (15 U.S.C. §§4301 et seq.)

ARTICLE XIV
MISCELLANEOUS

14.1 Incorporation. Vivit is a registered trade name for OpenView Forum, a Colorado Non-Profit Corporation organized pursuant to the Colorado Non-Profit Corporation Act (C.R.S. §§ 7-30- 101 et seq.) The Articles of Incorporation for OpenView Forum Vivit are maintained in the office of the Secretary of State, State of Colorado.

14.2 Principal Place of Business. The principal office of the Corporation is 8770 West Bryn Mawr, Suite 1300, Chicago, IL 60631, and such location as the Board of Directors may at any time and from time to time determine.

14.3 Freedom of Action. No provision of these Bylaws or the Membership Agreement shall be interpreted to prevent any Member from engaging in any other activities or business ventures, independently or with others whether or not competitive with the activities contemplated herein or those of any Member and regardless of the effect thereof on the Corporation.

14.4 Governing Law. These Bylaws shall be governed by, and construed in accordance with, the laws of the State of Colorado.

14.5 Dispute Resolution. Any dispute arising out of or related to these bylaws or corporate management, should be submitted to informal mediation. If the parties agree to mediation, the dispute shall be submitted to a mediation provider mutually agreed upon by the parties. The corporation and member agree to share the reasonable costs of mediation, each paying one-half. If mediation fails or is undesirable, the parties shall submit contested matters to the American Arbitration Association in Colorado for selection and resolution by a neutral arbitrator pursuant to AAA Rules. Each party will bear its own costs during the arbitration process including the corporation, which will bear a proportionate share, and the prevailing party shall be entitled to reimbursement of reasonable attorneys’ fees and costs.

ARTICLE XV
OPERATING UNDER ASSUMED NAME

15.1 Resolution to operate under assumed name. OpenView Forum has resolved to operate under the trade name Vivit.

15.2 Filing of certificate of trade name. OpenView Forum Vivit has filed and will maintain a certificate of trade name “Vivit” with the State of Colorado, Secretary of State.

15.3 Authorization. The board of directors and officers shall operate and have the authority to act, as set forth in Articles I –XI in the name of Vivit. All books, required records, meetings, and corporate activities shall be performed by the corporation in the assumed trade name “Vivit.” Separate books, tax filings, shares, authorizations, or procedures shall not be required.

15.4. Limited Liability. All business conducted under the assumed trade name “Vivit” shall fall under the purview, authority, reservations, and limited liability provisions of the Articles of Incorporation, Bylaws and operating resolutions of the corporation.

ARTICLE XVI
AMENDMENTS

First Amendment to the Bylaws
effective March 4, 2007 for
OpenView Forum d/b/a Vivit Worldwide d/b/a Vivit

Effective January 1st, 2016, the Bylaws of OpenView Forum d/b/a Vivit Worldwide d/b/a Vivit effective March 4, 2007 shall be amended as follows:

Article III MEMBERSHIP, Section 3.6 Action by Members, Sub-section 3.6.5 Action by Electronic Ballot is revised to read as follows:

3.6.5 Action by Written or Electronic Ballot. Except as otherwise provided under these Bylaws or provisions of law, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if Vivit distributes a written or electronic ballot (“electronic ballot”) to each Member.

The electronic ballot shall:

Set forth the proposed action;
Provide an opportunity to specify approval or disapproval of each proposal;
Indicate the number of responses needed to meet the quorum requirements;
State the percentage of approvals necessary to pass the measure submitted; and
Shall specify the date and time by which the ballot must be received by Vivit in order to be counted. The date and time set shall afford Members a reasonable time within which to return the ballots to the Vivit.

Article IV Board of Directors, Section 4.1 Number and Term of Office is revised to read as follows:

4.1 Number and Term of Office. The Board of Directors shall consist of nine (9) members. Except as provided below, Members of the Board shall be elected by the membership by electronic ballot, or by any other electronic vote acceptance system, at the annual meeting of members, or a special meeting called for that purpose.

Article VI ELECTIONS AND APPOINTMENTS, is revised to read as follows:

6.0 Frequency. Directors shall be elected by an electronic ballot or at the annual meeting of members unless otherwise provided herein, and officers shall be appointed by the Board of Directors at the new Board of Director’s first meeting following the annual election by members, or from time to time thereafter. Annual meetings of members may be held in conjunction with Vivit and/or HPSU conferences.

Article VI ELECTIONS AND APPOINTMENTS, Section 6.3 is revised to read as follows:

6.3 Election Supervision; Electronic Ballot. Elections shall be held under the general supervision of the nominating committee. The Board of Directors may authorize any election of directors to be held by electronic ballot, and may adopt the necessary procedures and safeguards for such an election.

Article VI ELECTIONS AND APPOINTMENTS, Section 6.4 is added as follows:

6.4 Quorum for Election of Board of Directors: For purposes of electing the Board of Directors via electronic ballot, a quorum shall be met by the number of members who return their electronic ballot within thirty (30) days.

APPROVED and ADOPTED by motion of the Board of Directors of OpenView Forum d/b/a Vivit Worldwide d/b/a Vivit 18th day of January, 2015.

Mark J. Herbert

Chairperson

Colin W. Fries

Secretary

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