Charter and bylaws

Application Partner Business Council

2/6/2008

Purpose of the organization

The organization exists to support businesses that provide software applications or services in support of software applications.

The organization shall support its members by:

·        Sharing common experiences to benefit each others’ business

·        Provide a stronger, unified voice to Progress Software and similar vendors

The organization is focused on the business aspects of software applications, not the technical aspects.

Members of the organization

Membership in the organization is

·        Open to businesses that

o       develop and sell software applications based on the Progress Software platform or

o       sell services specifically to support the development or  use of Progress-based software applications.

·        Not restricted by revenue size

Each member company in good standing will be afforded one vote.

To remain a member of the organization, the member company must:

·        be headquartered in North America

·        develop and provide a software application based on Progress technologies or service related the support of such Progress-based software applications

·        assign a single representative from the member company to the organization at a minimum level of senior-level executive

·        attend a minimum of 50% of all member activities scheduled by the organization

·        pay fees and dues on time

·        share common business and operation data for the benefit of all members

Governance

The organization will be governed by an elected board of directors. The board of directors will consist of five members from the organization. These members will be elected by the general membership and serve for two years.

Elections for board members will be staggered so as to prevent all board member terms from expiring simultaneously. Members may be elected to the board of directors an unlimited number of times.

The board of directors will elect, amongst themselves, a chairman who will set the meetings and agenda for the board meetings.

The board serves the organization with leadership, agenda and schedule. It is up to the board to

·        Determine the content and schedule of meeting, seminars and conferences for the organization

·        Determine the annual fees necessary to operate the organization

·        Set membership requirements and benefits

Fees and dues

The board of directors will set all fees and dues for the organization. The intent of the organization is to serve the members without profit. The fees and dues will be only those necessary to achieve the goals of the organization.

Communication with Progress Software

The board of directors will maintain a close relationship and communication with Progress Software for the purposes of the organization. The board of directors will select a senior-level executive needed from Progress Software and request meetings with them as necessary.

Changes to the charter

The board will make changes to the charter as needed and will submit changes to the membership for a vote when necessary.