Version 8 - August 1994

Version 8 incorporates amendments passed in August 1994

Version 7 incorporates amendments passed in November 1993.

Version 6 incorporates amendments passed in March and April 1992.

Version 5 incorporates amendments passed in January 1991.

Version 4 incorporated amendments passed in April 1988 and December
1988.

Version 3 was passed by the membership in June, 1987. Version 3 was
drafted by Bob Tolz [70475,1071] after consultation with the
Membership in formation, with special thanks to Nelson Ford, Barry
Simon, Joan Friedman, Neil Rubenking, Howard Benner, Peter
Fletcher, Steve Schauer, John Friend, Bob Foster, Marshall Magee,
Karl Brendel and Jim Button for their contributions.

BYLAWS OF ASP, INC.

ARTICLE 1:  Object of Corporation

Section 1.  This Corporation is created by its Members for the
            following purposes:

ASP, the Association of Shareware Professionals, was formed in
April 1987 to strengthen the future of shareware (user supported
software) as an alternative to commercial software. Its members,
all of whom are programmers who subscribe to a code of ethics or
are non-programmers sincerely interested in the  advancement of
shareware, are committed to the concept of  shareware as a method
of marketing.

ASP's primary goals are:

o To inform users about shareware programs and about shareware as
a method of distributing and marketing software;

o To encourage broader distribution of shareware through user
groups and disk dealers who agree to identify and explain the
nature of shareware;

o To assist members in marketing their software;

o To provide a forum through which ASP members may communicate,
share ideas, and learn from each other; and

o To foster a high degree of professionalism among shareware
authors by setting programming, marketing and support standards for
ASP members to follow.

Section 2. The purpose of the Corporation may not be altered except
as an amendment to these bylaws, which shall require a two-thirds
majority vote at an annual or special meeting of the Membership.

Section 3. The Corporation is not organized, nor shall it be
operated, for pecuniary gain or profit, and it does not contemplate
the distribution of gains, profits or dividends to its Members and
is organized solely for non-profit purposes. The property, assets
and profits and net income of the Corporation are irrevocably
dedicated to the purposes set forth in Section 1 hereof, and no
part of its profits or income shall ever inure to the benefit of
any Director, Officer or Member thereof or to the benefit of any
private person.

ARTICLE 2: Membership

Section 1. The Membership of the Corporation shall consist of those
persons who have signed the Certificate of Incorporation as
incorporators together with all persons who are hereafter received
in or elected to Membership as hereinafter provided.

Section 2. The criteria for Membership in the Corporation shall be:

(a) That the Member, in the judgment of the Board of Directors, is
and remains a shareware professional, as that term may be defined
by the Board of Directors after consultation with the Membership.

(b) Members must pay and remain current in the payment of dues, fees,
and assessments to continue as Members.

(c) That the Member agrees to abide by and continues to abide by
the published standards of the Corporation for the development and
distribution of shareware.

Section 3. The criteria for Membership in the Corporation may not
be altered except as an amendment to these bylaws, which shall
require a two-thirds majority vote at an annual or special meeting
of the Membership. Promulgation or amendment of standards shall
require a two-thirds majority vote at an annual or special meeting
of the Membership.

Section 4. A Member shall be dismissed from Membership upon the
failure of the Member to meet any Membership criterion. It shall be
the obligation and responsibility of each Member to advise the
Board of Directors if the Member no longer qualifies as a Member.
The procedure for dismissal shall be as follows. If the Board of
Directors determines that there is reasonable cause to believe that
the Member fails to meet any Membership criterion, it shall provide
notice of such failure to the Member. The Member shall have 15 days
from the date notice is given to respond to such notice. Following
the Member's response, if any, the Board of Directors shall make a
factual determination and shall take such action with regard to
Membership as it, in its sole discretion, deems to be required.

All dismissal actions shall require a vote of 60% of those members
of the board that vote. This authority may not be delegated.

Section 5. A Member may resign from Membership at any time and
shall be required to do so if such Member is not able to or does
not wish to comply with Membership requirements.

Section 6. The Board of Directors may establish a Membership
committee to which it may delegate any responsibility which the
Board of Directors may have regarding Membership. A Member may
appeal to the full Board from any adverse decision of the
Membership committee.

Section 7. Dues, fees and assessments shall be established, and may
be modified from time to time, by majority vote of the Membership
at any meeting.

Section 8. Membership may be held by individuals or by companies,
partnerships, or corporations.

If the membership is held by a company, partnership, or corporation one
person from that organization shall represent it, participate in meetings,
and vote.

Members may hold membership in more than one category. If a member holds
membership in more than one Voting Member category they shall have only
one vote.

Section 9. There are two general classes of membership in the ASP:
Voting Members and Non-Voting Members.

Non-Voting members shall be permitted access to meetings of Members and
may be heard thereat, but they shall not be entitled to vote on any
matter.

Section 10. Categories of Voting Members.

(a) Author/Publisher Members.

- Individuals who participate in the design, coding, testing, and/or
documentation of computer software distributed as shareware.

- Those who have an exclusive publishing right for computer software
distributed as shareware. These members generally market, promote,
manufacture, sell, and support shareware. Sometimes they act as an
author's agent on a royalty basis. Exclusive distribution rights may be
territorial in nature.

(b) Vendor Members.  Distributors of shareware on physical media.

To avoid possible violations of U.S. anti-trust law, Vendor Members may
not vote on specific issues relating to Membership criteria or
standards for their own Category of Membership.

Vendor Members are given Voting status for a trial period of
approximately two years.  The Board shall place a Ratification motion
on the agenda of the ASP Annual Meeting occuring next after July 1996.
That motion will require approval of 2/3 of the Author Members voting;
other Categories of Voting Members will not vote on the Ratification
motion.  If the motion fails, Vendor Members will be returned to
non-voting status, insofar as possible reversing the effects of the
by-laws change that granted such voting rights.  Regardless of any
intervening bylaws changes, it shall be the responsibility of the Board
to draft the Ratification motion so that, as nearly as possible, it has
the effects outlined in this paragraph.  Regardless of the outcome of
the Ratification motion, this paragraph will be automatically removed
from the bylaws when voting on that motion is completed, and any
necessary renumbering or similar technical correction will be performed
automatically.  So long as this paragraph remains in the bylaws, any
change affecting Vendor Member voting status, or affecting this
paragraph, will require an affirmative vote of 2/3 of the Author
Members voting; other Categories of Voting Members will not vote on
bylaws changes concerning these particular matters.

(c) BBS Members.  Distributors of shareware via electronic means (i.e.,
via telephone or radio communication lines).

To avoid possible violations of U.S. anti-trust law, BBS Members may
not vote on specific issues relating to Membership criteria or
standards for their own Category of Membership.

BBS Members are given Voting status for a trial period of approximately
two years.  The Board shall place a Ratification motion on the agenda
of the ASP Annual Meeting occuring next after July 1996.  That motion
will require approval of 2/3 of the Author Members voting; other
Categories of Voting Members will not vote on the Ratification motion.
If the motion fails, BBS Members will be returned to non-voting status,
insofar as possible reversing the effects of the by-laws change that
granted such voting rights.  Regardless of any intervening bylaws
changes, it shall be the responsibility of the Board to draft the
Ratification motion so that, as nearly as possible, it has the effects
outlined in this paragraph.  Regardless of the outcome of the
Ratification motion, this paragraph will be automatically removed from
the bylaws when voting on that motion is completed, and any necessary
renumbering or similar technical correction will be performed
automatically.  So long as this paragraph remains in the bylaws, any
change affecting BBS Member voting status, or affecting this paragraph,
will require an affirmative vote of 2/3 of the Author Members voting;
other Categories of Voting Members will not vote on bylaws changes
concerning these particular matters.

Section 11. Categories of Non-Voting Members.

These categories of member shall not receive notification of meetings.
They may take part in discussions in the continuous meeting.

(a) Co-Author Members. A co-author of a shareware product one of whose
authors is currently an Author Member. This category of member shall not
pay dues.

Co-authors may describe themselves as ASP members in connection with
products co-authored with an Author Member. They may also become Author
members.

(b) Associate Members. User Groups, users of shareware, writers, and
others with an interest directly related to the shareware marketplace.

Dues and standards of Associate Members shall be set by the Board of
Directors in consultation with the membership.

(c) Colleague Members. A co-worker or employee of a Voting Member.

Dues and standards of Colleague Members shall be set by the Board of
Directors in consultation with the membership.

Article 3: Government

Section 1. The general management of the affairs of the Corporation shall
be vested in the Board of Directors who shall be elected as provided in
the bylaws. Members of the Board of Directors must be Voting Members of
the Corporation.

Section 2. There shall be six (6) Members of the Board of  Directors,
half elected in even-numbered years, and half elected in odd-numbered
years.

Section 3. The term of office of each Member of the Board of Directors
shall be two (2) years, or until the Member's successor is elected.

Section 4. Members of the Board of Directors shall be eligible for
reelection.

Section 5. The Board of Directors meet continuously on an electronic forum
such as CompuServe or such other forum as may be selected by the Board of
Directors after consultation with the Membership (See Article 4, Section
1). All Directors must have access to the electronic forum that is the
site of the continuous meeting of the Directors, and maintain a regular
presence there.

Article 4: Meetings of Members

Section 1. Continuous Meetings of the Members of the Corporation shall
take place on an electronic forum such as Compuserve or such other
forum as may be selected by the Board of Directors after consultation with
the Membership. Wherever in these bylaws the Board of Directors
is required to consult with the Membership, it shall be sufficient if the
Board consults with the Membership electronically in such Continuous
Meeting. No votes may be taken at such Continuous Meetings, other than
unofficial votes for the Board to obtain the sense of the Membership.

Section 2. Annual Meetings of the Members of the Corporation shall
be held once each year at a time to be fixed by the Board of Directors.
Final and official notice of the time and place of the Annual Meeting
shall be provided to each Member not less than ten nor more than fifty
days prior thereto and shall specify the matters to be discussed and
voted upon. No business may come before an Annual Meeting which is not
so specified. The board may choose to hold the Annual Meeting
electronically. Members may be present at an Annual Meeting in person
or by written or electronic proxy.

Section 3. Special Meetings of the Members of the Corporation may be
called from time to time by the Board of Directors, or by at least 10%
of the Membership acting in concert, or by at least 15 Members acting
in concert, or by the Secretary as specified in Article 6. Members
shall be deemed to have acted in concert for purposes of the preceding
sentence if they have provided written notice to the Secretary of the
request for a Special Meeting, such request to specify the matters to
be addressed at such meeting. Notice of the time and place of a Special
Meeting shall be provided to each Member not less than ten nor more
than fifty days prior thereto and shall specify the matters to be
discussed and voted upon at such Special Meeting. No business may come
before a Special Meeting which is not so specified. Special Meetings
shall be conducted on a continuing daily basis on an electronic forum
or bulletin board system ("BBS") chosen by the Board of Directors.

Section 4. At any meeting of the Members, each Member shall have one
vote, except as otherwise specifically set forth in these bylaws.
Members of the Board of Directors shall not have the right to vote
on matters concerning the manner in which they have exercised their
functions, except they may vote  on any matter concerning the
description, enlargement or circumscription of their functions.

Section 5. At all meetings, a quorum shall consist of those persons
who have cast their votes at such meeting.

Section 6. Action at any meeting of Members may be taken by a
simple majority vote of a quorum, except as to any requirements for
a super-majority vote specifically set forth in these bylaws.

Section 7. Members who are unable to attend an Annual Meeting may
send in a written or electronic proxy to the Secretary on the
matters on the agenda, appointing the Board of Directors to cast
votes for such Member in a manner specified in such proxy.

Section 8. The President shall chair all meetings. In the absence
of the President, the chair shall pass to the remaining Officers of
the Corporation, in the order they are named in Article 7. The
meetings shall be governed by Roberts Rules of Order, Revised (1979
edition) except where, in the opinion of the chair, a limitation or
enhancement of electronic conferencing makes certain of those rules
either unworkable or unnecessary.

Section 9. Any resolution which is defeated at any meeting may not
be reintroduced or placed on the agenda for any meeting within six
(6) months following defeat of such resolution.

Article 5: Procedure for Electronic Meetings

Section 1. Only the Chairman of the Board of Directors or the
President may call for an end of discussion and for a vote on a
proposal and such call shall constitute the beginning of the
"voting period".

Section 2.  The voting period for any issue or election shall be
168 hours (7 days).  Should the BBS which is used for the meeting be
unavailable to the general Membership for 6 or more continuous
hours during the voting period, the voting period shall be extended
for an additional 24 hours.

Section 3. In lieu of voting on the BBS, a Member may send in a
written vote to the Secretary or other designated person and it
shall be counted if received during the voting period.

Article 6: Election of Directors and Officers

Section 1. The Directors of the Corporation shall be elected at a
Special Meeting which shall be called by the Secretary of the
Corporation not later than December 1 of each year.

Section 2. The Members of the Board of Directors shall elect a
Chairman of the Board of Directors at any meeting of the Board. The
duties of the Chairman shall be to chair all meetings of the Board
of Directors and to provide guidance and leadership for the
Corporation and its Membership.

Section 3. If a vacancy occurs among the Board of Directors, the
Secretary of the Corporation shall call a special meeting for the
purpose of filling the vacancy.

Section 4. Following the election of Directors, the Directors shall
elect from the Members a President, a Vice-President, a Secretary
and a Treasurer, who shall serve at the pleasure of the Board of
Directors.

Section 5. If a vacancy occurs among the Officers, the vacancy shall
be filled by the Board of Directors from any member.

Section 6. One of either the Chairman of the Board of Directors or the
President must be an Author Member.

Section 7.  In the event of a tie vote by the Board of Directors for
the Chairman or any Officer, a vote will be cast by first of the
President, Vice President, Secretary, or Treasurer that is not a
member of the Board of Directors.

Article 7: Duties of Officers

Section 1. The President shall preside at all meetings of the
Corporation and shall have the right to vote at such meetings. In
the case of a tie the President shall have the power to cast two
votes to break the tie. The President and the Secretary shall sign
the record of meetings. The President may establish committees and
shall appoint chairmen of such committees. The President shall act
as chief executive Officer of the Corporation, coordinate the
activities of the Officers and the committees and shall provide
guidance and leadership in the day-to-day operation and functioning
of the Corporation.

Section 2. In the absence of the President, the Vice-President
shall perform the President's duties.

Section 3. The Secretary shall keep the minutes of all meetings of
the Members and of the Board of Directors, shall keep a register of
the Members, and shall provide notices of meetings of the Members.

Section 4. The Treasurer shall keep accurate books of account,
prepare and present periodic operating statements and balance
sheets to the Board of Directors, and deposit and withdraw funds of
the Corporation under the direction of the Board of Directors.

Article 8: Duties and Powers of the Board of Directors

Section 1. The Board of Directors shall have general charge and
management of the affairs, funds and property of the Corporation.
They shall have full power and it shall be their duty to carry out
the purposes of the Corporation according to its charter and
bylaws; to determine whether the conduct of any Member is
detrimental to the welfare of the Corporation and to fix the
penalty for such misconduct or any violation of the charter or
bylaws; to employ personnel for the carrying out of the
Corporation's objectives; and to make the rules for the conduct of
the Members.

Section 2. Any action required or permitted to be taken by the
Board of Directors may be taken without a meeting if all Members of
the Board consent in writing to the adoption of a resolution
authorizing the action.

Section 3. Meetings of the Board may be called and governed in such
manner as the Board may from time to time determine.

Section 4. A quorum of the Board shall ordinarily consist of 60% of
the Members of the Board.  If a motion has been open for voting for
one week, a quorum shall consist of 50% of the Members for the
purpose of that particular motion.

Article 9: Indemnification; Insurance

Section 1. The Corporation shall indemnify and hold harmless from
all costs and expenses (including reasonable attorneys fees) of any
person who was or is an elected or appointed Officer or director of
the Corporation and is threatened to be or has been made a party to
an action, claim, or other proceeding arising out of such person's
performance, purported performance, or failure to perform, any
duties on behalf of the Corporation. Such indemnification shall not
extend to liabilities arising out of a person's gross negligence,
misfeasance or willful misconduct.

Section 2. The Board of Directors is authorized to obtain Directors
and Officers liability insurance to shield such persons from
liability for all costs, expenses and attorneys fees arising out of
the conduct of their duties as Directors and Officers, except for
liabilities arising out of their gross negligence, misfeasance or
willful misconduct.

Article 10: Dissolution

Section 1. The Corporation can be dissolved only upon a two-thirds
majority vote of a quorum present at any Annual or Special Meeting.
On dissolution or winding up of the Corporation its assets remaining
after the payment of, or provision for the payment of, all debts and
liabilities shall be distributed to a non-profit fund, foundation
or Corporation which is organized and operated exclusively for
educational or charitable purposes and which has established its
tax exempt status under Section 501(c)(3) of the Internal Revenue
Code of 1986, as the same may be amended from time to time. If the
Corporation holds any assets outside the state of its incorporation
they shall be disposed of in such manner as may be necessary by a
decree of a court of competent jurisdiction in accordance with the
laws of such jurisdiction

Article 11: Notices and Communications

Section 1. All notices or communications required or permitted
hereunder may be mailed through the United States Post Office or by
electronic means to their last known addresses as shown in the
records of the Corporation, and proof of such mailing by return
receipt or electronic acknowledgment shall constitute presumptive
evidence of such mailing thereof.

Article 12: Amendments

Section 1. These bylaws may be amended only by a two-thirds
majority vote of those voting at an Annual or Special Meeting
provided that notice of the purport of any proposed amendment
has been stated in the call for the meeting.

Article 13: Fiscal Year

Section 1. The fiscal year of the Corporation shall be as
determined by the Board of Directors.
