Bylaws of
InterAction: The American Council for Voluntary International
Action, Inc.

Section 2.01. Who Shall be Members. Admission to membership shall be by majority vote of the Board
of Directors. Any organization may apply for membership if it is exempt from taxation under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended; has primary purposes and work
consistent with the purposes of the Corporation; and agrees to pay established dues. The Board of
Directors may establish any additional criteria for membership.

Section 2.03 Resignation and Removal. Any Member after having fulfilled all obligations to the
Corporation may resign by written notice to the President/CEO of the Corporation (any such
resignation to take effect as specified therein, or if not so specified, upon receipt by the
President/CEO). Any Member may be removed or suspended at any time for failure to maintain the
standards and criteria for admission and continuing membership or for other cause by a two-thirds
(2/3) vote of the number of Directors then in office.

a. Representative. Each Member shall appoint a duly-authorized representative to represent it at
meetings. The representative shall be the chief executive or the chief executive's designee. The
President/CEO shall maintain a list of Member representatives. The vote of a Member's representative
shall constitute the vote of the Member.

b. Annual Meeting A meeting of the Members of the Corporation shall be held annually for the
election of Directors and the transaction of such other business as may properly come before the
meeting on a date to be determined annually.

c. Special Meetings. Special meetings of the Members may be called by the Board of Directors and/or
by the Chair of the Board. Special meetings may also be convened by ten percent (10%) of the
Members, who may in writing demand the call of a special meeting specifying the date and month
thereof, which shall not be less than two nor more than three months from the date of such written

demand. The President/CEO of the Corporation upon receiving the written demand shall promptly
give notice of such meeting or if he or she fails to do so within five days thereafter, any Member
signing such demand may give such notice.

e. Notice of Annual and Special Meetings. Whenever Members are required or permitted to take any
action at a meeting, written notice stating the place, day and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) or more than fifty (50) days before the date of the meeting, either personally or by mail,
by or at the direction of the President, to each Member entitled to vote at such meeting. If mailed,
official notice shall be deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the Member at his address as it appears on the records of the Corporation.

f. Waivers of Notice. Whenever notice is required to be given to any Member under any provision of
law, the Certificate of Incorporation or these Bylaws, a waiver in writing signed by the Member entitled
to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of
such notice. The presence of any Member at a meeting, in person or by proxy, without objection to
the lack of notice of the meeting, shall also waive notice by such Member.

g. Quorum. One-quarter (1/4) of the Members represented in person or by proxy shall constitute a
quorum at a meeting of Members for the transaction of any business. The Members present at a duly-
organized meeting may continue to do business until adjournment, notwithstanding the withdrawal
of enough Members to leave less than a quorum.

If a meeting cannot be organized because a quorum is not present, those present may adjourn the
meeting until a subsequent meeting at which quorum is present, when any business may be
transacted that may have been transacted at the meeting as originally called.

h. Vote. Each Member shall have one (1) vote. Whenever any corporate action is to be taken by vote of
the Members, it shall, except as otherwise required by law or by the Certificate of Incorporation, be
authorized by a majority of the votes cast in person or by proxy at a meeting of Members.

i. Presiding Officer. At any meeting of the Members, if neither the Chair nor Vice-Chair of the Board,
nor the President/CEO, nor a person designated by the Board to preside at the meeting shall be
present, the Members present shall appoint a presiding officer for the meeting. The appointee of the
person presiding at the meeting shall act as secretary of the meeting.

2.05. Proxies. A Member entitled to vote may vote in person or may authorize another person to act
for such Member by proxy. No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the
Member executing it, except as otherwise provided by law.

Section 3.02. Number of Directors. The number of Directors constituting the entire Board shall not be less than twenty two (22) or more than thirty (30). In addition, the CEO/President shall serve as an ex officio non-voting member of the Board of Directors. In no case may any decrease in the number of Directors shorten the term of any incumbent Director.

Section 3.03. Eligibility of Directors Each Director shall be at least eighteen (18) years of age. At least
eighty percent (80%) of Directors must be the chief executives or other senior executives of Member
organizations; however, in no event shall the number of member-representative Directors be less than
twenty-two (22). Up to twenty percent (20%) of the Board may consist of persons of stature not
affiliated with a Member of the Corporation who are known for their strong commitment to and
expertise in international relief and development, and who bring a broader outside perspective or
expertise to help InterAction achieve its mission. In their service to the Board, Directors shall represent
the interests of the Corporation as a whole.

Section 3.04. Election and Term of Directors. Directors shall be nominated by the Board from a slate of
candidates prepared by the Nominating Committee and shall be elected by the Members. The
Nominating Committee shall endeavor to reflect the diverse range of the Corporation's membership
in the slate of candidates for the Board.

Directors shall be divided into three classes, staggered by term, which shall be as near as possible to equal in size. Except as provided in Section 3.05, Directors shall be elected to terms of three (3) years. Directors shall continue in office until his or her successor is elected and qualified, or until his or her death, resignation, or removal. A Director having served two (2) consecutive terms is eligible for re- election to the Board only after having been off the Board for at least one (1) year.

Section 3.05. Transitional Term of Directors. For the first class elected after amendment of these
Bylaws in 2002, the term of office of those Directors in Class One shall expire at the Annual Meeting in
2004; the term of office of those Directors in Class Two will expire at the Annual Meeting 2005; and the
term of office of those Directors in Class Three will expire at the Annual Meeting in 2006.

Section 3.06. Vacancies. If vacancies occur in the Board for any reason between annual Membership
meetings such that the number of Directors falls below twenty-two (22), vacancies may be filled by
the Board so that there are at least twenty-two (22) Directors. Such vacancies may be filled by a vote of
a majority of Directors then in office. All other vacancies shall be filled by the Members at annual or
special meetings. A Director elected to fill a vacancy shall be elected for the unexpired term of his or
her predecessor in office. If the number of Directors is increased, the term of a Director elected to such
vacancy shall end at the same time as the term of other Directors in that class.

Section 3.07. Compensation. With the exception of the President/CEO, Board members shall not be
compensated for serving on the Board, but may be reimbursed for actual expenses incurred on behalf
of the Corporation.

Section 3.08. Resignation & Removal. Any Director may resign from office at any time by delivering a
resignation in writing to the President/CEO. Such resignation shall take place at the time specified
therein, and unless otherwise specified, no acceptance of such resignation shall be necessary to make
it effective.