1.1 The purposes of the Cross-Industry Working Team ("XIWT") are as stated in its Initial Charter. The activities of XIWT shall be conducted for the mutual benefit of its Members and the public and not for financial profit, in accordance with the objectives and purposes set forth in the XIWT Charter. XIWT membership is drawn from industry, government and educational organizations that are involved in or support the creation, development and application of advanced information technology and services.

1.2 XIWT shall carry out its activities primarily through a set of Working Teams each devoted to a specific topic relating to research, development and deployment of a National Information Infrastructure ("NII") in the United States of America ("U.S."). The results of its efforts will include but not be limited to the preparation of a set of White Papers which represent an integrated view of the technological components of the NII.

ARTICLE 2 - MEMBERSHIP

2.1 Membership

(a) Membership in XIWT is restricted to U.S. organizations. Any firm, partnership, corporation, unincorporated association, institution of learning or governmental body with a demonstrated interest in the establishment of an NII in the U.S. may apply for XIWT membership. Evaluation of qualifications of applicants applying for membership and the acceptance or rejection of Members shall be carried out by the XIWT Executive Committee in accordance with the Bylaws and XIWT policies.

(b) The XIWT Plenary, upon recommendation of the Executive Committee, shall determine the XIWT policies to be applied by the Executive Committee in evaluating qualifications of applicants applying for membership, including, without limitation, the policies to apply in deciding whether an applicant for membership or a Member (whether Primary or Associate) which is subject to foreign control shall be deemed eligible or ineligible to become or remain a member, and whether any such applicant or member shall be eligible to serve on the Executive Committee.

2.2 Qualifications for Membership

There are two categories of Members of XIWT: Primary Members and Associate Members.

2.2.1 Primary Members

(a) An information technology or information service provider, or a provider of research or engineering services in direct support thereof, a government agency or university, and other organizations approved by the Executive Committee, and who meet the criteria in Article 2.1 above, may apply for Primary Membership. The Executive Committee shall, as a separate consideration, determine whether any unincorporated private sector organizations shall be eligible for Primary Membership.

(b) Each Primary Member shall be entitled to designate a representative, and one alternate, to participate in XIWT Plenary Meetings and to serve on each XIWT Working Team, except as otherwise provided by the Executive Committee or in the Bylaws. Each Primary Member shall be entitled to one (1) vote for each Executive Committee position to be filled and to have one (1) vote upon any questions coming before meetings of the XIWT Plenary or XIWT Working Teams. Primary Members shall receive copies of working documents, minutes of meetings (Plenary, Executive Committee, and Working Teams), and contributions of members to XIWT activities.

2.2.2 Associate Members

(a) Any organization qualified to be a Primary Member, or an association, consortium or other body representing the interests of the above, and other organizations approved by the Executive Committee, and who meet the criteria in Article 2.1 above, may apply for Associate Membership.

(b) Each Associate Member shall be entitled to designate a representative to attend XIWT Plenary meetings. Associate Members may participate in XIWT Working Teams at the sole discretion of the Chair or Co-Chairs. An Associate Member shall not be eligible for membership on the Executive Committee and shall not have any voting rights in any XIWT body.

2.3 Non-Member Participation

Organizations that are not otherwise eligible for membership may apply to the Executive Committee for special consideration. Organizations receiving such special consideration may designate a representative to attend the XIWT Plenary on a non-voting, observer basis, and may receive such other privileges as the Executive Committee determines. In no case may such organizations be eligible for membership on the Executive Committee or have any voting rights; nor may they be represented at meetings of any XIWT Working Team without approval of the Executive Committee.

2.4 Admission to Membership

(a) Application for membership shall be addressed to the XIWT Executive Director and shall include the required subscription to these Bylaws, any application fee established by the Executive Committee and payment of one year's annual dues. The dues payment shall be returned to any applicant not accepted for membership.

(b) A Member may request a change in its status by written application to the Executive Director for consideration by the Executive Committee in light of the criteria in Article 2.2 above. Such an application shall be accompanied by tender of the required dues, as appropriate. If accepted for Primary membership, an Associate Member shall receive full credit for the current dues payments as an Associate Member. If not accepted, any additional dues payments shall be refunded. A Primary Member may elect to change its status only effective at the beginning of the next year.

2.5 Dues, Service Charges and Special Assessments

(a) Subject to the provisions of any Participation Agreement, each Member shall be required to pay annual dues according to schedules from time to time prescribed by the Executive Committee. The dues structure shall be established with the objective of covering all current expenses and projected near-term expenses of XIWT.

(b) From time to time special services may be authorized by the Executive Committee for which a service charge or a special assessment will be made. A Member not wishing to receive such services may decline them and will not be held liable for payment.

(c) If any payment of dues or service charges or special assessments is not made when required, the Executive Director shall cause notice to be sent to the delinquent Member. Ninety days delinquency in any such payment as to which notice shall have been given to the Member shall entitle the Executive Committee to suspend the membership until the delinquency is cured, provided the Executive Committee has approved the suspension as provided in Article 2.9.

(d) XIWT shall raise no revenue other than that required to cover its current and projected expenses.

2.6 Subscription to Bylaws

Each Member shall agree to be bound by the XIWT Charter and Bylaws, and all amendments thereto, as a condition of continued membership in XIWT. Any Member not wishing to be bound by these Bylaws may resign from XIWT.

2.7 Resignation

Any Member may withdraw from membership in XIWT by tendering a written resignation to the Executive Director, accompanied by a sum of money equal to full payment of any and all dues, service charges and special assessments and each and every installment thereof remaining unpaid on the date of tender of resignation. Upon payment of all such dues, service charges and special assessments and subject to the limitations of Article 2.10.1(c), any member withdrawing from membership by resignation shall retain any rights to intellectual property that had accrued to it pursuant to Article 2.10 prior to such resignation.

2.8 Termination

Membership in XIWT shall automatically terminate upon the Member's withdrawal from or cessation of business or upon such an alteration in the nature of business transacted by the Member as would disqualify the Member from securing a membership upon application therefor. In any case of termination of membership pursuant to this Article 2.8, the Member shall be liable for the same payments as in a case of resignation under Article 2.7 and, subject to the limitations of Article 2.10.1(c), shall similarly retain rights to intellectual property upon such payments having been made.

2.9 Suspension and Expulsion

(a) Any Member who has violated in a material or substantial degree the XIWT Charter, the Bylaws, XIWT policies or any written rules or resolutions adopted by the Executive Committee from time to time, or has engaged in conduct seriously prejudicial to XIWT's purposes and interests, or fails to pay dues or service charges or special assessments shall, by a two-thirds vote of all the Members of the Executive Committee, be subject to suspension, expulsion, or other sanction approved by the Executive Committee. Expulsion or suspension or other sanction for any reason other than non-payment of dues or service charges or special assessments shall occur only after the Member has been advised in writing of the proposed expulsion or suspension or other sanction and the reasons therefor, and has been given an opportunity to respond thereto. The Executive Committee, if it determines in good faith that good cause exists therefor, may vote for expulsion or suspension or other sanction of the Member, and the expulsion or suspension or sanction shall be final and binding. Any Member whose membership shall have been suspended by the Executive Committee shall not have any of the privileges of membership during the period of suspension and shall have no interest in any of the activities, funds, property, rights and interests of XIWT or its Secretariat until such time, if any, as such Member complies with the requirements of the Executive Committee for the removal of the suspension and the return to good standing.

(b) A Member suspended or expelled or sanctioned for any reason shall not be entitled to a refund of any dues or service charges or special assessments paid during membership.

2.10 Property Rights

2.10.1 Intellectual Property and other Rights

(a) Except as otherwise provided in the Bylaws or in a written XIWT agreement with the contributing party, all written or oral information or technology contributed to XIWT or generated in the course of XIWT's activities by any XIWT Member, or by a member of its Science Council or its Secretariat, including but not limited to contributions to the activities of any XIWT Working Team, shall be deemed of a non-confidential, non-proprietary nature and available for reproduction, distribution, adaptation, test, display, development, analysis, revision, communication to other XIWT Members and the public, and any other use as provided in the Bylaws without restriction.

(b) In the event an organization or individual who is not an XIWT Member, or a member of its Secretariat or Science Council seeks to contribute information or technology to the activities of XIWT, such party shall provide written acknowledgment that the principle set forth in Article 2.10.l(a) above applies to such contribution. Otherwise, the Executive Committee shall require the organization or individual to enter into an XIWT agreement as provided in Article 2.10.1(c).

(c) All patents, patent applications, copyrights and other rights or interests in information or technology created, discovered or otherwise generated by any XIWT Member or the Corporation for National Research Initiatives ("CNRI"), or by a member of the XIWT Science Council or its Secretariat outside XIWT or XIWT's activities shall remain the property of the respective XIWT Member or CNRI, or the member of the XIWT Science Council or its Secretariat, and the rights or interests therein shall not be affected in any way by participation in XIWT activities. Unless otherwise agreed in writing with the Executive Committee, if a Member provides to XIWT, or its Members, or CNRI, or the XIWT Science Council, a piece of hardware or software or other proprietary information or technology for evaluation and/or use in the course of XIWT activities, the recipient shall have the royalty-free non-exclusive right and license to use such information or technology on a non-commercial basis for the purpose of XIWT activities, for the duration of such activities. No license to manufacture, sell, or distribute any article shall be implied from this section.

(d) XIWT may, through its activities, support the generation of information or technology that may be patentable or subject to copyright claims or other rights. Except as otherwise stated in the Bylaws, an XIWT Member or CNRI, or a member of the XIWT Science Council or the XIWT Secretariat that asserts any proprietary claim in such information or technology must inform the Executive Committee promptly in writing of any such claims. It shall be a matter for the Executive Committee to consider any such claims. The Executive Committee shall be responsible for determination of rules and procedures for handling of claims. The Executive Committee may in a given case decide to assert, maintain and perfect proprietary claims on behalf of XIWT and its Members, in accordance with the overall mission of XIWT as set forth in its Charter, and authorize the Secretariat to take steps to secure such claims.

(e) Notwithstanding any other provision of the Bylaws, and except as otherwise provided in a written XIWT agreement with the party or parties concerned, White Papers and other documents subject to copyright prepared by any XIWT Member, or CNRI, or a member of the XIWT Science Council or XIWT Secretariat in the course of any XIWT Working Group or other activity, and approved for release to the public as provided in the Bylaws, shall be deemed held for the benefit of the Members of XIWT and an appropriate notice of copyright shall appear on any published version of the report. Unless otherwise provided in a written XIWT Agreement, nothing in this section shall be construed as a transfer of a Member's copyright rights in pre-existing works, even if portions of such pre-existing works are included in White Papers or other documents.

(f) XIWT may publish or publicly disseminate reports and other documents to promote its objectives and purposes as provided in the XIWT Charter and Bylaws. Employees, contractors or agents of XIWT Members or CNRI, or members of its Science Council or XIWT Secretariat, may be cited as co-authors, where appropriate. Except when used in normally accepted ways, the name, trademark or

tradenames of any XIWT Member or CNRI, or a member of the XIWT Science Council or XIWT Secretariat may not be used in any XIWT document, or in describing XIWT work, without the prior written consent of the party concerned; this obligation shall survive resignation, expulsion or cessation of business of any Member or the dissolution of XIWT.

2.10.2 Other Property Rights

Except as otherwise provided by Articles 2.7 and 2.8 or in a written XIWT agreement with the party concerned pursuant to Article 2.10.1 above, any Member whose membership in XIWT shall have terminated by resignation, cessation of business, expulsion, or other cause shall have no interest whatsoever in any and all funds, property, rights and interests of XIWT or related to XIWT activities.

ARTICLE 3 - XIWT PLENARY

3.1 Time and Place

XIWT shall hold a meeting of all the XIWT Primary Members in Plenary session at least annually at a place and time to be designated by the Executive Committee or Secretariat. Special meetings of the XIWT Plenary may be called by the Executive Committee or the XIWT Secretariat. Written notice of the time and place of holding any meeting of the XIWT Plenary shall be given to each Primary Member at least twenty days prior to the meeting's scheduled date. The required notice may be given via electronic mail provided that a receipt confirmation is requested.

3.3 Quorum

A majority of all the XIWT Primary Members in good standing shall be necessary to constitute a quorum for the purpose of voting at any XIWT Plenary meeting.

3.4 XIWT Actions

(a) Notwithstanding any other provision of the Bylaws, it shall be the goal of all XIWT Members to conduct the work of the XIWT Plenary and to approve XIWT actions by consensus.

(b) Except for those powers specifically delegated to the Executive Committee, any action characterized as an action of XIWT, must be approved by the XIWT Plenary before the same becomes effective as the action of XIWT. Where approval of an action by the XIWT Plenary is not achieved through consensus, the action shall be approved as an XIWT action upon recommendation of the Executive Committee and an affirmative vote by at least a two-thirds majority of the Primary Members in attendance in person or electronically (in a form to be determined by the Executive Committee upon recommendation of the Executive Director) at a Plenary meeting at which a quorum is present.

3.5 Approval of Documents

(a) Except as provided below for release of documents to the public between XIWT Plenary meetings, the Executive Committee shall develop and maintain a policy on approval of documents including confidentiality requirements and procedures for release of documents to the public. The release procedures for XIWT documentation shall be approved by the XIWT Plenary as provided in the Bylaws.

(b) Between XIWT Plenary meetings, a two-thirds majority of the members of the Executive Committee present either in person or electronically at a meeting of the Executive Committee where a quorum is present may approve the release of any document to the public under the following conditions: (i) the matter in question is urgent and time critical; (ii) the document is released as an XIWT Working Team Draft Document; and (iii) the Executive Committee brings this action to the attention of the XIWT Plenary at its next regularly scheduled meeting.

(c) In the event that any recommendations as to standards to be adopted in connection with the NII are set forth in any of XIWT's White Papers or other documents, such recommendations are acknowledged and agreed to be recommendations for the adoption of voluntary standards. Any XIWT Member or CNRI, or a member of the XIWT Science Council is free to deviate from White Paper or other recommendations and even to oppose their adoption as standards. Approval of a White Paper or other document is not a commitment by an XIWT Member or CNRI, or a member of the XIWT Science Council or XIWT Secretariat to adopt or conform in any respect with the document's contents.

ARTICLE 4 - EXECUTIVE COMMITTEE

4.1 Number and Election

(a) The activities of XIWT shall be managed by its Executive Committee which shall consist of no less than twelve nor more than twenty-four individuals. Except for the initial Executive Committee which shall be formed from representatives of the initial Participating Organizations that are Primary Members, each member of the Executive Committee shall be elected by the Primary Members. The Executive Committee shall approve the number of such positions to be filled and length of term for each position, except the permanent member, provided that no term shall exceed three years. Executive Committee members whose terms are due to expire shall remain qualified for reelection unless his or her employer is suspended or ceases to be a Primary Member of XIWT or unless the individual leaves the employment of the Primary Member.

(b) Except for individuals elected from the Science Council and the permanent member, the Executive Committee shall consist of employees of Primary Members, but no more than one individual of the Executive Committee may be employed by any one Primary Member. A member of the Executive Committee may be removed by a majority vote of the Executive Committee for cause or, by a two-thirds vote of all the Primary Members, without cause.

(c) To remain consistent with XIWT's purposes, the Executive Committee shall, to the extent possible, be drawn from the various constituent organizations so as to achieve a balanced representation. The President of CNRI shall serve as the permanent member of the Executive Committee, unless removed by a two-thirds vote of all the Primary Members, upon recommendation by a majority vote of the Executive Committee.

4.2 Vacancies

Any vacancy in the Executive Committee may be filled for the unexpired portion of the term of the preceding member by a majority vote of the members of the Executive Committee present at any meeting of the Executive Committee.

4.3 Powers

No member of XIWT shall make any statement or representation or undertake any obligation on behalf of XIWT without obtaining the prior approval of the Executive Committee, except as otherwise provided in the Bylaws. In particular, the Executive Committee shall have power to:

(a) Direct the affairs of XIWT except as otherwise provided by these Bylaws. XIWT shall undertake only those activities which are authorized by its Executive Committee, or approved by the XIWT Plenary and not prohibited by the Bylaws. Proposals to undertake, substantially modify or terminate work on any XIWT project, including but not limited to proposals for the establishment of a Working Team or for the modification of a Working Team's Charter, shall be presented to the Executive Committee for review and prior authorization.

(b) Appoint such standing or special committees as may be necessary or desirable to carry out XIWT's purposes, fix the powers of such committees and prescribe their duties.

(c) Designate a Secretariat for administering the day-to-day activities necessary or desirable for the conduct of XIWT's business and describe its duties. The Secretariat, ex officio, shall have all the privileges of a Primary Member but shall not be obligated to pay dues. The selection of the Secretariat shall be approved by a two-thirds vote of all the Primary Members. The Secretariat shall provide an Executive Director for XIWT upon advice and consent of the Executive Committee.

(d) Determine policies and procedures for preparation and review of documents.

(e) Determine appropriate indemnification provisions.

(f) Interpret and administer the Bylaws and other documents related to XIWT or XIWT's activities.

4.4 Meetings

(a) Meetings of the Executive Committee may be held at such time and place as the Secretariat, after consultation with the Executive Committee, shall designate.

(b) A special meeting of the Executive Committee may be called by the permanent member or by any three Members of the Executive Committee provided at least seven days notice is given.

(c) Except for decisions on release of documents to the public under Article 3.5(b), any action required or permitted to be taken by the Executive Committee may be taken without a meeting if, prior or subsequent to the action, at least two-thirds of the members of the Executive Committee consent thereto.

4.5 Quorum and Voting

A majority of all the elected members of the Executive Committee shall be necessary to constitute a quorum for the transaction of business. The action of a majority of the members of the Executive Committee in attendance at any Executive Committee meeting at which a quorum is present either in person or electronically (in a form to be determined in advance by the Executive Committee upon recommendation of the Executive Director) shall be the action of the Executive Committee, except as otherwise provided in these Bylaws.

4.6 Compensation

Members of the Executive Committee shall receive no compensation or reimbursement of expenses for their services on the Executive Committee, except as otherwise indicated for the Secretariat in Article 5. Notwithstanding the foregoing, for attendance at meetings of the Executive Committee, any Science Council representatives may, under circumstances as may be approved by the Executive Committee, be paid a reasonable honorarium and also a sum to defray reasonable actual expenses of attendance at Executive Committee meetings.

ARTICLE 5 - SECRETARIAT

5.1 XIWT shall have a Secretariat which shall be selected by the Executive Committee in accordance with Article 4.3(c). The Secretariat shall be provided by a non-profit organization and shall perform those administrative and research functions which are necessary or proper for the coordination and conduct of XIWT activities and shall prepare and review reports or studies relevant to the work of XIWT for presentation to XIWT bodies. The Secretariat shall be compensated at its normal time charge rates and reimbursed for its reasonable actual expenses in carrying out these functions. The budget for these functions shall be subject to the approval of the Executive Committee. The initial Secretariat shall be provided by CNRI.

ARTICLE 6 - SCIENCE COUNCIL AND ADVISORY COMMITTEES

6.1 Science Council

A Science Council shall be designated by the Executive Committee consisting of scientists and engineers of outstanding caliber. At least half of the Science Council shall be selected from academic organizations. A member of the Science Council shall be nominated to serve on the Executive Committee.

6.2 The Executive Committee may appoint one or more Advisory Committees. Membership in XIWT is not required for membership on Advisory Committees.

ARTICLE 7 - WORKING TEAMS

7.1 Working Teams shall be formed by the Executive Committee to address technical matters relevant to XIWT. Each Working Team shall be provided with or, subject to approval of the Executive Committee, shall develop a written Charter which clearly states the goals and objectives of the Working Team and is consistent with the goals stated in Article 1. Normally, a principal objective of a Working Team shall be the production of a White Paper representing the technical report of the Working Team.

7.2 Chairs and Responsibilities

Each Working Team shall have a Chair and may have one or more Co-Chairs. The Chair and any Co-Chairs may be selected by the Executive Committee, or, with the concurrence of the Executive Committee, designated by the Working Team participants. In coordination with the Executive Committee, the Chair and any Co-Chairs shall set the overall direction of the Working Team in accordance with the XIWT Charter and Bylaws. The Chair and any Co-Chairs shall arrange for a suitable division of responsibilities between them and shall be responsible for ensuring the timely production of White Papers and other Working Team products or results.

7.3 Participation

Participation in a Working Team will normally be according to the following guidelines: one representative, and one alternate, from each Primary Member organization may attend each Working Team meeting. Each attending Primary Member should notify the Working Team Chair or a Co-Chair of the designated representative and alternate, if desired, as well as any subsequent changes to the membership list. Associate Members may attend a Working Team meeting if invited to do so by the Chair or a Co-Chair, and, if permitted by the Chair or Co-Chairs, may read meeting minutes, Member contributions and working documents. Additional representatives from Primary Members or from the Science Council may attend as required; however, such attendance must be communicated to the Chair or Co-Chair and approved by the Chair or Co-Chair in advance. The Chair or Co-Chair shall inform the Secretariat of the names and addresses, including electronic addresses, of all current members of each Working Team.

ARTICLE 8 - NO WARRANTY

8.1 XIWT, its Members, CNRI, members of the XIWT Science Council or XIWT Secretariat make no express or implied warranty as to any matter whatsoever, including the conditions of the research or any invention or any prototype or experimental product or service, whether tangible or intangible, made or developed by XIWT in the course of its activities, or merchantability, or fitness for a particular purpose, of any research, invention, product, service, or submission or the accuracy or completeness of any XIWT documentation prepared or released to the public. This provision shall survive resignation, expulsion or cessation of business of any Member or dissolution of XIWT.

ARTICLE 9 - AMENDMENT

9.1 Upon recommendation of a majority of the members of the Executive Committee in attendance at any Executive Committee meeting at which a quorum is present, these Bylaws, and any amendments or alterations thereof, may be adopted, amended, or repealed in the following ways:

(a) At any duly constituted meeting of the Primary Members by a two-thirds vote of the Primary Members then in good standing;

(b) By unanimous written vote of the Primary Members then in good standing.

In either case, written notice of such proposed alteration, amendment, or repeal shall have been mailed to each Primary Member at its last known postal address at least ten days but no more than sixty days before the date of such meeting or deadline for voting by written ballot. Notice may also be deemed to have been given via electronic mail provided that a receipt confirmation is requested from and received from all the Primary Members.

ARTICLE 10 - RELATIONSHIP OF PARTIES

10.1 The relationship between and among the Members, and between and among the Members and its Secretariat, is not that of principal and agent, nor that of partners. CNRI is not an agent of XIWT or any of its Members.

10.2 Neither the XIWT Secretariat, nor any XIWT Member, shall have the authority to bind any of the other XIWT Members by contract or otherwise, or to make representations on behalf of any other Member, without such Member's express prior written consent and in accordance with these Bylaws.

10.3 The employees of the XIWT Secretariat are not the employees of XIWT nor of any of the Members. The Secretariat is solely responsible for payment of all Secretariat employees' salaries, unemployment, social security, withholding, and other payroll taxes. The Secretariat shall be solely responsible to provide to Secretariat employees any benefits including but not limited to health insurance coverage. The Secretariat shall comply with all applicable laws relating to workers' compensation, social security, unemployment insurance, health care, hours of labor, wages, and working conditions.

ARTICLE 11 - NATIONAL COOPERATIVE RESEARCH AND PRODUCTION ACT

11.1 The Secretariat shall file, or arrange for the filing of, on behalf of XIWT and its Members, all notifications necessary or proper for protection of XIWT and its Members and the Secretariat under the National Cooperative Research and Production Act of 1993. The Secretariat shall file all such notifications in a timely manner. The Secretariat or any officer thereof is authorized on behalf of each of the Members to receive and approve any proposed notice to be published in the Federal Register by any government agency relating to XIWT and the National Cooperative Research and Production Act of 1993. The Secretariat shall promptly inform the Executive Committee of any such publication in the Federal Register.