vote of the Board of Directors. An organization may apply for Class A membership if it is exempt from taxation under Section 501(a)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. Class B members shall have no voting rights. Admission to Class B membership shall be by majority vote of the Board of Directors. An entity that is exempt from taxation under Section 501(a) may apply for Class B membership if it has 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 Class A and Class B 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

a. Representative. EachClass A Member shall appoint a duly-authorized representative to
represent it at meetings. The representative shall be the chief executive or the chief executive\u2019s
designee (who must also be an employee of the Member). The President/CEO shall maintain a list
of Member representatives. The vote of a Member\u2019s representative shall constitute the vote of the
Member. [Class B Members may appoint a duly-authorized representative to represent it at
meetings; however, the Class B member shall not have voting rights.]

b. Annual Meeting A meeting of the Class A 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 Class A 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 Class A 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 Class A Member signing such demand may give such notice.

e. Notice of Annual and Special Meetings. Whenever Class A 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 Class A
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

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 Class A 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 Class A 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 Class 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 Class A 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 anex 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 Class A 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 theClass A Members. The Nominating Committee shall endeavor to reflect the diverse range of the Corporation\u2019s membership in the slate of candidates for the Board.