Article I - Organization

1.0 The name of the organization shall be the "Exstream Dialogue Users Group, Incorporated" (referred to herein as EDUG).

1.1 EDUG is a voluntary, non-profit association of MEMBERS who are current users of one or more Exstream Dialogue product modules (referred to herein as Dialogue), designed to provide mutual benefits through cooperative effort of its MEMBERS.

1.1 Membership in EDUG does not contractually or otherwise obligates any MEMBER organization to any course of action or to refrain from any action.

Article II - Purpose

2.0 Generally, EDUG shall provide opportunities to the MEMBERS for the informal interchange of managerial and technical information, and discussion of experiences and ideas expected to improve DIALOGUE performance and vendor relationship for the MEMBERS. Specifically, the purpose of EDUG is:

2.1 to provide users of Exstream Software products and services with a means for the exchange of technical, administrative, and management information pertaining to the use of these products and/or services;

2.2 to provide users of Exstream Software products and services with peer access with fellow Dialogue users, networking, and camaraderie; and

2.3 to study questions of general concern and interest to MEMBER organizations, and

2.4 to encourage cooperation between the organizations by the sharing of Dialogue information among MEMBERS.

2.5 to advise Exstream Software Corporation (referred to herein as Exstream) on matters of general interest concerning the enhancement and future development of an effective and efficient product and

2.6 to make recommendations to Exstream on priorities, policies, and procedures for the improvement of Dialogue performance in the MEMBER organizations.

Article III - Membership

3.0 EDUG shall be composed of employees of companies who have licensed Dialogue from Exstream.

3.1 More than one person may register and attend any meeting of EDUG on behalf of each MEMBER, but each company shall have only one vote. The name of the voting delegate should be made known to the Secretary/Treasurer prior to a voting session.

3.2 Exstream may designate one or more officers and/or employees of the company to serve as non-voting delegates to participate in the deliberations of EDUG and to advise EDUG on Exstream policy and procedures.

3.3 Companies must register for membership and register a voting delegate to be counted among the membership for voting purposes.

Article IV - EDUG Structure

4.0 The officers of EDUG shall be the Chairperson, Immediate Past Chairperson, President, the Secretary/Treasurer. No person may be elected or appointed as an officer of EDUG, or may remain an officer of EDUG, unless such person qualifies as a MEMBER under section 3.0. Officers of the EDUG shall be limited to licensed customers of Exstream Dialogue and shall exclude employees of Exstream's partners, distributors, or solution integrators or any person or organization with undue influence on the user group. Each officer shall represent a different MEMBER organization. The officers have the duties as set out in 4.1 through 4.8.

4.1 Chairperson. The Chairperson:

a. Presides at meetings of EDUG and the EXECUTIVE COMMITTEE meetings;

b. Represents EDUG at appropriate meetings, when directed by the MEMBERS;

c. Appoints NOMINATING COMMITTEE;

d. Gives General direction to EDUG; and

e. Appoints an interim officer, in the event that an officer is vacated during a term.

4.2 President. The President:

a. Performs the duties of the Chairperson in the absences of the Chairperson and succeeds to that office when it becomes vacant; and

b. Maintains and manages the content of the user group website, coordinates with the website sponsor, and delegates responsibility for content addition to necessary committee members; and

c. Presides over any sub-committees formed to increase the website functionality.

4.3 Secretary/Treasurer. The Secretary/Treasurer:

a. Keeps minutes of meetings of EDUG and of the EXECUTIVE COMMITTEE meetings;

b. Transmits minutes of EDUG and EXECUTIVE COMMITTEE meetings to all MEMBERS and to EXSTREAM after each meeting;

c. Maintains a listing of the MEMBER names and addresses. It is the responsibility of each MEMBER to notify the Secretary/Treasurer of changes to same; and

d. Collects and disburses monies and maintains financial record of EDUG.

4.4 Immediate Past Chairperson. The Immediate Past Chairperson:

a. Provides continuity of purpose by serving on the EXECUTIVE COMMITTEE; and

b. Performs duties as directed by the Chairperson and President.

4.5 User Representative(s). The User Representative(s):

a. Liaison between EXECUTIVE COMMITTEE and EDUG, communicates with EXSTREAM.

4.6 Membership Chair:

a. Increases EDUG membership of the user community by recruiting and registering new members for both new and existing Dialogue customers; and

b. Advises membership of EDUG meetings.

4.7 Speaker Chair:

a. Works with the EDUG Liaison to coordinate speakers for the annual user conference; and

b. Recommends important topics for Exstream to cover in webinars, conferences, or group meetings based on the feedback of the user community.

4.8 User EDUG Liaison. The User EDUG Liaison:

a. Exstream representative to attend EXECUTIVE COMMITTEE meetings; and

b. Participation at the discretion of EDUG.

Article V - Executive Committee

5.0 The EXECUTIVE COMMITTEE is comprised of the Chairperson, President, Secretary/Treasurer, Immediate Past Chairperson, Membership Chair, Speaker Chair, and User Representative(s). The duties of the EXECUTIVE COMMITTEE member shall be determined by the Chairperson. The EXECUTIVE COMMITTEE may:

a. Recommend the establishment of committees from among EDUG members or others as invited by EDUG;

b. Recommend appropriate policies and procedures for decision by EDUG; and

c. Recommend positions on important Dialogue processing issues for decision by EDUG.

d. Resignation of any member of the EXECUTIVE COMMITTEE will be by written notice to the members of the EXECUTIVE COMMITTEE.

5.1 Members of the EXECUTIVE COMMITTEE may only be removed if any of the following conditions are met:

a. They miss 3 consecutive EXECUTIVE COMMITTEE meetings or 4 EXECUTIVE COMMITTEE meetings within a twelve month period (provided it is shown that they received two weeks' notice of each meeting)

b. They are found to be in violation of eligibility requirements.

c. It is determined that they are taking actions against the best interests of the EDUG. This determination can only be made by a EXECUTIVE COMMITTEE vote. The first such finding of fact shall be a warning, and will not constitute grounds for removal except in cases of theft or any actual crime.

d. Members of the EXECUTIVE COMMITTEE will vote to remove or retain based on the affirmative vote of two-thirds of the EXECUTIVE COMMITTEE.

Article VI - Elections

6.0 The officers of EDUG shall be elected at the annual meeting of EDUG for the following terms and subject to the following term limits:

a. Chairperson 1 year term limited to 2 consecutive terms

b. President 1 year term limited to 2 consecutive terms

c. Secretary/Treasurer 2 year term limited to 1 term

6.1 Upon vacancy of any EXECUTIVE COMMITTEE position, the EXECUTIVE COMMITTEE shall elect a replacement, on the affirmative vote of two-thirds the current EXECUTIVE COMMITTEE, to serve the remainder of that member's term, with the exception of the Chairperson as outlined in section 4.2.a. All replacements shall need to fulfill the eligibility requirements as an officer under section 4.0.

Article VII - Meetings

7.0 Meetings. One meeting of EDUG shall be held each year in conjunction with EDUG User Conference. Additional meetings, regional meetings or conference calls may be scheduled by the EXECUTIVE COMMITTEE.

7.1 Parliamentary Procedure. Robert's Rule of Order shall govern the meetings of EDUG. In addition:

a. A quorum to conduct the business of EDUG shall consist of fifty-one percent of its MEMBERS;

b. Any proposition which results in a tie-vote shall be lost and may not be renewed at the particular meeting unless the proposition is modified in substance;

c. All elections of officers of EDUG may be by the affirmative vote of a majority of the quorum; and

d. Any modifications of these articles of organization requires the affirmative vote of two-thirds of the then current membership of EDUG.

7.2 Implementation. EDUG shall become active only on the affirmative vote of two-thirds of the current Executive Committee.

Rev. 10/02

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