The principal office of the Association shall be located with the President of the Association.

Franchise Agreement between IFB and Company which grants the right to use the Company trademarks, sell the Company’s services to clients of ITEX.

This Association is organized to improve and facilitate communications between the Company and Brokers. Except as its activities will indirectly benefit all Brokers and the Company, it is not the intent of the Association itself to make any profit.

It is important that the Company and its Brokers conduct their operations in as nearly a uniform and distinctive manner as is reasonably possible, thereby allowing the ITEX Corporation to enjoy a public image and reputation in excess of that which any single Broker or the Company could alone establish. Uniformity and distinctiveness in methods of operation, customer service, and advertising are all of particular importance. The Association will advise the Company in maintaining, refining and developing this distinctive and uniform system of barter.

Although the Company has ultimate authority for the barter system as developed, the Association will advise and assist the Company in the development, testing and introduction of new methods and procedures for promoting and conducting barter within the ITEX system.

It is not the purpose of the Association to make decisions about fees charged to ITEX clients by the Company. Any such activity by the Association is improper.

Recommendations by the IBA to the Company are advisory only and do not bind the Company. The Company is the owner of the trademarks and systems and must ultimately have the authority and responsibility for all decisions affecting it.

The Ethics Committee shall provide arbitration to a Broker and the Company when a dispute arises between Brokers or the Company, and arbitration is requested by either. The Association shall render an opinion and non-binding recommendation to the Company.

Each member, (ILB or IFB) is entitled to (1) one vote on each matter submitted to a vote of the members. This means only one vote may be cast by any principal of an IRBA or FA regardless of interest in other IRBAs or FAs.

The Board of Directors (IBABD) shall consist of seven persons, one elected from each of the six (6) regions according to the Apportionment map in the Appendix and a President of the Board. An Executive Board shall consist of the President, Vice President, Treasurer and Secretary.

The President shall preside at all meetings of the IBA, the IBABD and the Executive Board and is responsible for the general management of the IBA. The President is authorized to act as direct liaison to the Company on behalf of the IBA except on the issues concerning remuneration, proposed contractual changes or changes to the Trading Rules. Proposals concerning these specific issues must be approved by a majority vote of the IBA before being acted upon by the President.

Secretary shall be in charge of the records of the Association and shall keep or cause to be kept a book of minutes of all meetings of the IBA, IBABD and The Executive Board. The Secretary is responsible for giving notice of all meetings to the members of the IBABD and to all members of the IBA.

Treasurer shall have custody of all IBA funds and keep full and accurate accounting. The Treasurer shall deposit and disburse all IBA monies using the depository-designated time to time by the IBABD.

The Members-At-Large shall serve as members of the IBABD and represent the interests of the Brokers within their district. The Members-At-Large for the North West, South West and South Central Regions shall be elected in odd numbered years and for the North Central, North East and South East Regions shall be elected in even numbered years.

Members of the IBABD shall be elected at the annual convention meeting of the IBA.

The positions of Vice President, Treasurer and Secretary shall be elected from the newly formed IBABD prior to the close of the Annual Convention of the IBA during which they were elected.

Officers shall be elected for a term of two (2) years, except the office of Executive Vice President which shall be elected for a term of one (1) year.

All eligible Brokers within the region shall be placed on the ballot by the Secretary. Those eligible Brokers not seeking a position on the IBABD must decline the nomination.
President of the IBA must be elected by the general assembly of the IBA during the Annual Convention for a term of two (2) years.

Nomination process for President of the IBA:
Candidate must be nominated by a current and present member of the IBA.
Candidate will be nominated during the first meeting of the IBA at the Annual Convention and will be elected during the second meeting of the IBA at the Annual Convention.
The President-elect will assume their position at the end of the Annual Convention at which they were elected.

Candidates seeking election from a region whose broker representative is also up for election will first be considered for the President if so nominated.
When a candidate is nominated for President from a region whose Broker Representative is also up for election, another broker from that region must also be nominated.

Candidates for a Board position representing a region must have one year experience as an active Broker, in good standing and attended one regional and one national convention and be present, except in the case of a medical emergency or death in the immediate family, to accept nomination or to qualify for nomination.

Candidates for President of the IBA must be a Broker in good standing with a least two (2) years experience as a member of the IBABD. Candidate for President must be present at the Annual Convention to be nominated and elected.

The candidates seeking election to the IBABD will be elected by written ballot voted by a majority of members present. In case of a tie, a runoff election of those nominees shall be held.

IBABD vacancies shall be filled by a majority vote of the remaining members of the IBABD. A list of nominees will be drafted by the Secretary. Should the Secretary’s seat be vacant, a list of nominees will be drafted by the Treasurer. Should both the Secretary and the Treasurer’s seat be vacant, a list of nominees will be drafted by the Vice President. Should Secretary, Treasurer and Vice President’s seat be vacant, a list of nominees will be drafted by the President and presented to the remaining members of the IBABD for vote at the next scheduled conference call of the IBABD where a quorum is present.

Members of the IBABD may, by affirmative vote of two-thirds of all members of the IBABD, expel a Board Member if that member is found guilty of a prejudicial act to the purpose of the IBA.

For any other reason, other than non-payment of dues, removal shall occur only after the member has been advised of the complaint and received rights of due process. Such member, if removed, may appeal at the annual meeting by giving at least one month advance notice. The IBA members in attendance shall review and decide by a majority vote.

The IBABD shall meet annually in conjunction with the ITEX National Convention, before and after the IBA meeting and semi-annually after the completion of the fall regional meetings.

Members of the IBA shall attend two (2) regularly scheduled meetings each year. The Annual Convention, a meeting of all Brokers and a Regional Conference, a meeting of all Brokers of the region(s) as determined and designated by the IBABD for that conference year.

Notice is to be given not less than thirty (30) days prior to the date of the IBA Annual Convention and
Regional Conference meetings. Notice of Special Meetings of the IBABD shall be given to the Company and
all IBABD members not less than twenty days (20) prior to the date of the Special Meeting.

The Secretary shall keep minutes of all meetings and shall promptly distribute a copy of the same to each
member of the IBABD.

Twenty (20) percent of the members at national meetings shall constitute a quorum for the transaction of
business. Five (5) members of the Executive Board shall constitute a quorum for the transaction of business at its meetings.

Members may not vote by proxy, members must be present to cast a vote.

Not later than fifteen (15) days prior to any regular meeting, the President shall prepare an agenda for that
meeting in writing. Copy of the agenda shall be presented to each member of the IBABD, the IBA, and the
Company. The President may solicit such suggestions as she/he deems advisable from board members,
Brokers or the Company to prepare the agenda.

Meetings which include Company representation shall require a vote by the majority.

The IBABD shall prepare a budget of its anticipated expenses for the next year for presentation at the
Annual Convention. The budget shall include, but not be limited to, the following;

• Travel expenses of officers to attend Board Meetings.
• Cost of meals, lodging and rooms for attendance.
• Postage and telephone.
• Clerical services for preparation of minutes, agendas, notices and voting.
  

Each member of the IBA shall pay annual dues of $143.00 cash and $200 ITEX. The Treasurer shall cause
a per cycle deduction of $11.00 cash per member, per cycle and shall note this deduction on the Brokers
Reconciliation Report. The Treasurer shall cause a twice year deduction of $100.00 ITEX on January 1st
and July 1st and shall note this deduction on the Brokers Operating Account.
All dues shall be prorated for new Brokers appointed during a calendar year to reflect actual number of
cycles as a Broker.

Members of the IBA or the IBABD are not entitled to compensation for service to the Association.

At least one member of the IBABD shall sit on any committee established.

Neither these Bylaws nor any amendment hereto shall be considered a contract between the Company and
the IBA, any member of the IBABD, or any Broker. The adoption of these Bylaws or an amendment thereto shall not create any liability on the part of any party.

These Bylaws may be amended, from time-to-time, by a quorum of the Association at a regular or special
meeting. All proposed amendments to these Bylaws shall be presented in written form during a regular or
special meeting, voted on for ratification during the next regular or special meeting and shall take effect at
the beginning of the next regular or special meeting.”

Amendments to the Bylaws
Additions or deletions of Articles or Sections

First Amendment
Article V. Section 1.
Adopted 4/91, Kahneeta, Oregon

Second Amendment
Article V. Section 7.
Adopted 6/92, Oklahoma City, Oklahoma

Third Amendment
Article IV. Section 1 & 3., Article IV. Section 6 & S. and to include Appendix.
Adopted 5/93, Lincoln City, Oregon.

Fourth Amendment
Article I. Section 3 Definition, Part C. ILB. ITEX Licensed Broker
Article I. Section 3 Definition, Part D. IFB. ITEX Franchise Broker
Article I. Section 3 Definition, Part F. FAs
Article IV. Section 4 Treasurer
Article IV. Section 8 Election of Executive Board
Adopted 5/04, St. Pete Beach, Florida

Changes to the Bylaws
Revisions or updates of Articles or Sections

First Revision
Historical record incomplete

Second Revision
Historical record incomplete

Third Revision
Rewrite to include amendments, removal of excess language.
Approved by the IBA, November 14, 1993, Minneapolis, Minnesota.

Fourth Revision
Historical record incomplete

Fifth Revision
Added procedure clarification to Article VIII. Section 2.
Approved by the IBA, June 8, 1999, Manzanillo, Mexico

Sixth Revision
Changed Article IV. Section 8. Nomination and Section 9. Eligibility
Changed Article VI. Section 2. Dues
Approved by the IBA, June 6, 2000, Playa Del Carmen, Mexico

Seventh Revision
Changed Article I. Section 3. Definition
Changed Article II. All Sections EXCEPT Section 5. Advisory Capacity
Changed Article III. All Sections
Changed Article IV. All Sections EXCEPT Section 3. Vice President
Changed Article V. Sections 1, 2, 3, 4, and 7
Changed Article VI. All Sections
Changed Article VII. All Sections
Changed Article VIII. All Sections
All changes tightened language, corrected inconsistencies and updated previously agreed changes.
Approved by the IBA, May 26, 2004, St. Pete Beach, Florida

Eighth Revision
Changed Article I. Section 3. Definition
Changed Article IV. Section 13. Vacancies
Changed Article VII. Section 3. Ethics Committee
Article I. change makes eligible former BXI brokers with AD broker contracts. Article IV. specific language
regarding election of board members for interim vacancies. Article VII. clarifies Ethics Committee role and
reference IBA Code of Ethics.
Approved by the IBA, May 24, 2006, Las Vegas, Nevada

1.  Code of Ethics
      a. Broker Relations Report April 20, 1992
      b. Recommendation to Selling Broker
      c. Allocation of High Demand Items

2.  Apportionment Map

3.  History of Bylaw changes, including but not limited to: amendments, clarifications, and deletions