(Incorporated under the California
Nonprofit Mutual Benefit Corporation Law)

ARTICLE I
Name and Purpose

Section 1.1
Name. The name of this corporation is Broadband Services Forum, Inc. (herein "BSF" or "Corporation").

Section 1.2
Purpose. The purposes for which BSF is formed are as stated in its Articles of Incorporation, which currently state that its purposes are to engage in any lawful act or activity for which a corporation may be organized under such law; and (2) to conduct its activities as an association in accordance with Section 501(c)(6) of the Internal Revenue Code, as amended.

The specific purposes for which the Corporation is formed is to provide a forum for dialogue and development, along with the tools and information to address the fundamental business and technology issues vital to the growth and health of the broadband industry.

ARTICLE II
Offices

Section 2.1
Location. The principal office of BSF shall be located within or without the State of California, at such place as the Board of Directors shall from time to time designate. BSF may maintain additional offices at such other places as the Board of Directors may designate.


ARTICLE III
Membership

Section 3.1
Voting BSF shall have Voting Members (hereafter, "Voting Members") who shall be "members" as that term is defined in Section 5056 of the California Corporations Code or any successor statute. Voting Members shall have all of the rights of members of a California Mutual Benefit Corporation that are provided in the California Corporations Code and these Bylaws, including voting rights. All Voting Members, taken together as a single class, shall constitute the Voting Membership of the Corporation within the meaning of the California Corporations Code and these Bylaws. The Board of Directors shall determine the levels and benefits of and requirements for Voting Membership from time to time.

Section 3.2
Distinguished from "Other Members." In addition to Voting Members, BSF may have other categories of participants. Other participants shall not be "members" of the Corporation as defined in Section 5056 of the California Corporations Code or any successor statute, nor shall they have any of the voting or other rights of members provided by the California Corporations Code. Other members shall have only those rights expressly granted by resolution of the Board of Directors of BSF or expressly set forth in an amendment of these Bylaws. The Board of Directors shall determine the levels and benefits of and requirements for other membership from time to time.

Section 3.3
Qualification of Voting Members. Any firm, partnership, corporation, unincorporated association or governmental body (hereinafter "Entity") that is involved with the delivery of content over broadband telecommunications channels, that has demonstrated interest in promoting the specific purposes of BSF, and that meets other reasonable and nondiscriminatory criteria of membership (if any) that may be established by the Board of Directors, may apply for Voting Membership in BSF. Such entities seeking Voting Membership must:

(a) fill out an application, the form of which will be determined by the Board of Directors;

(b) pay membership dues and assessments as established by the Board; and

(c) execute such other documents as the Board deems necessary.

Entities seeking Voting Membership must also meet all other reasonable and non-discriminatory requirements as set forth by the Board of Directors or these Bylaws.

Section 3.4
Rights of Voting Members.

(a) Voting Members are allowed to identify and make available individuals willing to serve on the Board of Directors if elected. An applicant for Membership that is an affiliate of an existing Voting Member may not be a Voting Member but may be eligible for another class of membership.

(b) "Affiliate" for this purpose is an applicant which has the following characteristics: ownership or control by an existing Voting Member of more than fifty percent of the voting stock (or similar rights of control) of the applicant; ownership or control of more than fifty percent of the voting stock (or similar rights of control) of an existing Voting Member by the applicant; or an applicant which is under common control of more than fifty percent of the voting stock (or similar rights of control) with an existing Voting Member.

(c) Each Voting Member shall be entitled to one vote on matters to be voted on by the Membership and one vote on matters submitted to a vote by a committee on which the Voting Member participates.

(d) Voting Members may vote on all Forum issues that are submitted to the Membership for a vote, have access to all working group documents, minutes of committee meetings, and written contributions by BSF.

(e) Voting Members shall have a right to send representatives to membership meetings and a right to apply to participate in committees, subject to policies and procedures established by the Board of Directors.

Section 3.5
Other Members. Academic institutions, subsidiaries of Voting Members, individuals, and Entities (as defined in Section 3.3) may apply to join BSF in other membership categories, if they are interested in the purposes of BSF and meet such criteria as the Board of Directors may establish from time to time.

Other members shall not have the right to vote on any matter. Other members may send one representative to the Annual Meeting. Other members may attend the committee meetings. Other members do not have the right to call any meetings, special or otherwise. Other members may be given access to working group documents, minutes of committee meetings, and written contributions by BSF, unless otherwise determined or limited by the Board of Directors.

Section 3.6
Dues and Assessments. Each Member shall pay annual dues and periodic assessments according to schedules that from time to time may be prescribed by the Board of Directors. The dues and assessments shall be reported to the Membership no less than thirty (30) days before they are due and schedule of current dues and assessments shall be provided to an applicant for Membership. If any payment of dues and assessments is not made as and when required, the Board of Directors shall cause notice to be sent to the Member whose payment is delinquent. Sixty (60) days' default in payment of any dues or assessments of which notice shall have been given to any Member as herein provided shall entitle the Board of Directors with notice to the Member or Members in default to suspend their Membership until the default in payment of dues or assessments is cured.

Section 3.7
Resignation. Any Member may resign at any time by tendering a written notice of resignation to the Board of Directors. No refund of fees, dues, and special assessments will be made. Such resignation shall take effect at the time specified within the written notice of resignation, and unless otherwise specified therein, no acceptance of such resignation will be necessary to make it effective.

Section 3.8
Transfer of Membership. In the event that through merger or acquisition or other cause a Member's assets are totally or substantially transferred to another entity, that Member's Membership may be transferred to the new entity, provided all appropriate membership documents, including but not limited to the membership application, are properly executed in the name of the new entity. Any such transfer of Membership shall be subject to approval by the Board of Directors. Otherwise, Membership may not be transferred.


Section 3.9
Change in Membership. A non-Voting Member of BSF may request a change in its status to a Voting Member by written application to the Board of Directors. Such Members must meet the necessary qualifications to be Voting Members and shall be required to pay current dues to be Voting Members, except that they shall receive full credit for their current dues payments.

Section 3.10
Annual Meetings. The annual meeting of the Members of BSF, at the direction of the Board of Directors, may be held inside or outside the State of California; it shall be on such date and time and at such place as shall be designated by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the Members shall transact such other business as may properly come before the meeting. Minutes of the Meeting will be kept and archived by the Secretary or his designee. The Chair of the Board of Directors, if any and if present and acting, shall preside at all meetings. Otherwise a Chair chosen by a vote of the Members shall preside.

Written notice of the time and place and purpose of holding an annual meeting shall be given to each Member who on the record date of notice is permitted to attend such meeting at least thirty (30) days but no more than ninety (90) days prior to the scheduled date for the meeting. The written notice of a meeting will include the proposed agenda for that meeting. All notices shall be given at the address on file with BSF personally, or by telecopier, electronic mail, or first class, registered, or certified mail. Notice of a meeting need not be given to any Member who signs a waiver of notice in person or by proxy, whether before or after the meeting. The attendance of any Member at a meeting, in person or by proxy, shall constitute a waiver of notice by that Member.

Section 3.11
Member Meetings. The Board of Directors may hold member meetings as deemed necessary

Section 3.12
Special Meetings. Special meetings of the Members of BSF may be called by the President, Chair of the Board, Board of Directors or by not less than 2/3 of the Voting Members. A special meeting called by any person (other than the Board of Directors) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Chair of the Board, if any, or the President, any Vice President, or the Secretary of BSF. The Chair of the Board of Directors, if any and if present and acting, shall preside at all meetings. Otherwise, a Chair chosen by the Voting Members shall preside.

The officer receiving the request shall cause notice to be given promptly to the Voting Members, in accordance with written notices as prescribed in Bylaws, stating that a meeting will be held at a specified time and date fixed by the Board of Directors, provided, however, that the meeting date shall be at least thirty (30) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this Article shall be construed as limiting, fixing, or affecting the time at which a meeting may be held when the meeting is called by the Board of Directors. No business, other than the business of a general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting. Minutes of the Meeting will be kept and archived by the Secretary or his designee.

Section 3.13
Quorum and Adjournments of Annual and Special Meetings. One- third or more of the Voting Members must be present, in person or by proxy, to constitute a quorum for the transaction of business.

If such quorum is not met at any meeting, a majority of such Members present in person or by proxy shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting of the time and place to which the meeting is adjourned. No meeting may be adjourned for more than forty-five (45) days. At such adjourned meeting at which the requisite number of such Members shall be represented, any action may be taken which might have been transacted at the meeting as originally noticed. If after adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each such Member of record on the new record date entitled to notice for annual or special meetings respective of these Bylaws in the manner set forth in these Bylaws.

Section 3.14
Waivers of Notice. Whenever notice is required to be given by law, the Articles of Incorporation or these Bylaws, a written waiver, signed by the Member entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to notice. The attendance of a Member shall constitute a waiver of notice of such meeting, except when the Member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Members need be specified in any written waiver of notice.

ection 3.15
Voting at Meetings. Fifty-one percent (51%) or more of the Voting Members in good standing who are present in person or represented by proxy must vote in the affirmative to pass a resolution of the Members. Each such Member shall have one vote. Notwithstanding the foregoing, Directors shall be elected by a plurality of the votes cast at an election by the Voting Members,. Voting may be by voice or by written ballot, except that any election of Directors must be by written ballot.

Section 3.16
Designation of Proxies. At all meetings of BSF, any Voting Member shall be entitled to vote either in person or by a duly accredited proxy. Every proxy shall be executed in writing by such Member or such Member's agent, except that a proxy may be given by a Member or the agent by telegram or cable or e-mail or its equivalent. Such proxy shall be filed with the Secretary of BSF or his designee. A proxy shall not be valid for more than the meeting for which it is intended to be used, or any adjournment thereof. The presence at any meeting of any Member who has given a proxy shall not revoke the proxy unless the Member or its representative shall file a written notice of revocation with the Secretary of the meeting prior to the voting of the proxy. A person named in a proxy as the attorney or agent of a Member may, if the proxy so provides, substitute another person to act in that person's place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the Secretary of BSF.

Any revocable proxy concerning the following matters for which a vote of the Members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on: (1) amendments to the Articles of Incorporation, (2) amendments to the Articles or Bylaws changing proxy rights, (3) removal of the Directors without cause, (4) filling vacancies on the Board of Directors, (5) the sale, lease, exchange, conveyance, transfer or other disposition of all or substantially all of the Corporate assets, (6) the principal terms of a merger or the amendment of a merger agreement, (7) the election to dissolve BSF, (8) contracts or transactions between BSF and one or more Directors or between BSF and an entity in which the Director has material financial interest, and (9) a plan of distribution of assets other than money to Members when BSF is in process of winding up, when the distribution is not in accordance with liquidation rights of any class.

Section 3.17
Action by Written Ballot. Any action required or permitted to be taken at a meeting of Members by the California Nonprofit Corporation Law, the Articles of Incorporation of BSF, or the Bylaws of BSF, including the election of Directors, may be taken without a meeting if BSF shall distribute one (1) written ballot to each Member entitled to vote on the matter. Such ballot shall be sent by postal or electronic mail and delivered in the manner required for written notices as described in these Bylaws. All solicitations of votes by written ballot shall:

(a) indicate the number of responses needed to meet the quorum requirement;

(b) state the percentage of approvals necessary to pass the measure or measures;

(c) and specify the time by which the ballot must be received in order to be counted.

Each ballot so distributed shall:

(a) set forth the proposed action;

(b) provide the Members an opportunity to specify approval or disapproval of each proposal; and

(c) provide a reasonable time within which to return the ballot to BSF.

Approval by written ballot pursuant to this Article shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Section 3.18
Informal Action by Members; Meetings by Conference Telephone. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if all the Board of Directors consent thereto in writing, and the writings are filed with the minutes of proceedings of the meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any one or more Members may participate in a meeting of the Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting.

Section 3.19
Suspension and Expulsion. Members may be removed by a vote of the majority of the Board of Directors based on the good-faith determination that the Member has materially failed to observe BSF's rules or has engaged in conduct seriously prejudicial to the purposes and interests of BSF. The Board of Directors may by resolution adopt and amend reasonable rules and procedures relating to the suspension, expulsion, or any other sanction of Members.

Section 3.20
Antitrust Compliance. Members shall comply with all applicable antitrust laws pertaining to participation in BSF. Nothing in these Bylaws or in any of the policies or procedures of BSF shall be constructed to require or permit conduct that violates any applicable antitrust law. Each Member consents to the disclosure of its name as a Member of BSF for the purpose of permitting BSF to invoke the protection of the National Cooperative Research and Production Act of 1993 (15 U.S.C. §§ 4301, et seq.), if BSF determines that such protection is appropriate to seek.

ARTICLE IV
Board of Directors

Section 4.1
Power of Board. Subject to the California Nonprofit Mutual Benefit Corporation Law and except as otherwise provided in BSF's Articles of Incorporation or these Bylaws, BSF's activities and affairs shall be managed by, and all corporate powers shall be exercised by or under the direction of, the Board.

Section 4.2
Number of Directors. The number of Directors constituting the entire Board of Directors shall be a number between five (5) and eleven (11), determined at the Board of Director's discretion.

Section 4.3
Election and Term of Directors. Subject to the other provisions of this Section, each Director shall be elected by the Members as set forth below:

(a) The Directors shall be elected by the Voting Members. The Board of Directors shall by resolution determine the length of term for each such position, provided that no term shall exceed two (2) years. A Director, once elected, shall serve his or her term, or until a successor is elected or appointed. A Director may be re-elected for his or her term up to a maximum of 3 times.

(b) The Board shall establish procedures not inconsistent with these Bylaws for nominating and electing Directors, which methods may include election by written ballot.

(c) Directors may be removed by the Board of Directors based on the good faith determination of the Board of Directors that the Directors has failed to attend at least three (3) consecutive meetings without due excuse, has materially failed to observe BSF's rules, or has engaged in conduct seriously prejudicial to the purposes and interests of BSF. The Board of Directors may by resolution adopt and amend reasonable rules and procedures relating to the suspension, removal, or any other sanction of Directors.

(d) A Director must be, and remain for the duration of his or her term, an employee of the Voting Member by whom he or she was employed when elected a Director. A Director who fails to meet this criteria shall be removed from office by the Board or, in the alternative, the Board may allow the Director to remain a Director until the next annual meeting, at which a successor must be elected.

(e) No two (2) Directors may be employees of the same Member.

Section 4.4
Vacancies and Newly Created Directorships. Vacancies of Directors and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by the Board of Directors. Where a vacancy is caused by the resignation or removal of a Director, the Board shall fill the vacancy in its discretion. A Director appointed to fill a vacancy shall hold office until the next annual meeting of the Members and until his successor is elected and qualified.

Section 4.5
Resignations. Any Director may resign at any time upon written notice to BSF. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 4.6
Quorum of Directors and Action of the Board. Fifty-one percent (51%) or more of the Directors then in office shall be necessary to constitute a quorum for the transaction of business and the act of fifty-one percent (51%) or more of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 4.7
Meetings of the Board of Directors. An annual organizational meeting of the Board of Directors may be held each year at such time and place as shall be fixed by the Board of Directors or by the Chair of the Board of Directors, for the election of officers, and for the transaction of such other business as may properly come before the meeting.

Regular meetings of the Board of Directors shall be held at such times as may be fixed by the Board of Directors or by the Chair of the Board of Directors. Special meetings of the Board may be held at any time whenever called by the Board of Directors, the Chair of the Board of Directors, or a majority of the Directors. Meetings of the Board of Directors may be held at such places within or without the State of California as may be fixed in the notice of the meeting.

The Chair designated to preside by the Board of Directors, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chair of the Board, if any and if present and acting, or any other Director chosen by the Board shall preside.

Section 4.8
Notice of Regular and Special Meetings. Written notice of each meeting of the Board of Directors shall be given to each Director. Such notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall state the purpose or purposes for which the meeting is called.

The written notice of any meeting shall be given not less than seven (7) before the date of the meeting. Such notice is given when sent by either facsimile transmission to the facsimile number of a Director or electronic means to the e-mail address of a Director, as either appears on the records of BSF.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Notice shall be given to any Director absent at any adjourned meeting of the new date, time and place of the meeting. At the adjourned meeting, the Board may transact any business that might have been transacted at the original meeting. If the adjournment is for more than ten (10) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Director.

Section 4.9
Waivers of Notice. Whenever notice is required to be given by law, the Articles of Incorporation or these Bylaws, a written waiver, signed by the Director entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when the Director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the grounds that such meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in any written waiver of notice.

Section 4.10
Informal Action by Directors; Meetings by Conference Telephone. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any one or more Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting.

ARTICLE V
Officers, Agents and Employees

Section 5.1
Officers. The Officers of the Corporation shall be elected by the Board of Directors annually after the Annual meeting of Members. The Officers of the Corporation shall be a Chairman of the Board of Directors, a President, a Vice Chairman, a Secretary, and a Treasurer. No Officer, except the Chairman and the President, need be a Director. The Board of Directors may elect such other Officers as it may deem necessary, who shall have such authority and perform such duties as from time to time may be prescribed by the Board of Directors. Board members may concurrently serve in one or more Officer positions.

Section 5.2
Term of Office. Each Officer shall hold office for a term of one (1) year and until his successor is appointed or until his earlier resignation or removal. Vacancies resulting from any resignation or removal may be filled by the Board of Directors. An Officer appointed to fill a vacancy shall hold office for the unexpired term of his predecessor in office, and until his successor is appointed.

Section 5.3
Removal. Any one or more Officers may be removed with or without cause at any time by majority vote of the Board of Directors, provided that written notice of such removal is given to any Officer so removed.

Section 5.4
Resignation. Any Officer may resign at any time by giving written notice to BSF. Unless otherwise specified in the written notice, the resignation shall be effective upon delivery to BSF.

Section 5.5
Powers and Duties of Officers. Subject to the control of the Board of Directors, all Officers as between themselves and BSF shall have such authority and perform such duties in the management of BSF as may be provided by the Board and, to the extent not so provided, as generally pertain to their respective offices.

(a) Chair of the Board. The Chair of the Board shall set the agenda and preside at all meetings of the Members and the Board of Directors. The Chair of the Board shall also act as liaison from and spokesperson for the Board of Directors and shall participate in long-term planning for BSF. The Chair of the Board shall perform all such other duties as pertain to the office of the Chair of the Board and shall perform such other duties as the Board of Directors shall prescribe by resolution.

(b) President. The President shall be the chief executive officer of the corporation and a member ex-officio of all standing and special committees. The President shall execute all instructions requiring a seal in the name of BSF, shall perform all such other duties as pertain to the office of the President and shall see that all resolutions of the Members and the Board of Directors shall be carried into effect. In the absence of the Chair of the Board from any meeting of BSF or the Board of Directors, the President shall preside.

(c) Vice-Chair. The Vice Chair shall in the absence of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties as the Board of Directors or the Members shall prescribe by resolution. In the event that there is more than one Vice Chair, the Board of Directors shall designate, at the time of the election of the Vice Chairs, which Vice Chair position shall perform the duties of the President during any absence of the President.

(d) Secretary. The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Members or the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of BSF, if any; and shall have authority to affix the seal to any instrument requiring it; and, when so affixed, it may be attested by the Secretary's (or Assistant Secretary's) signature. The Board of Directors may give general authority to any officer to affix the seal of BSF, if any, and to attest the affixing by his signature.

(e) Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds and securities of BSF. He shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of BSF, and shall deposit all monies and other valuable property of BSF in the name and to the credit of BSF in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts. He shall at all reasonable times exhibit the books and accounts to any officer or Director of BSF, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board of Directors, and such other duties as shall from time to time be assigned by the President, subject to the powers and supervision of the Board of Directors. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his duties as the Board of Directors may require, for which he shall be reimbursed.

Section 5.6
Agents and Employees. The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board of Directors may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not itself create contract rights.

Section 5.7
Contracts with Directors and Officers.

(a) No Director or Officer of this Corporation, nor of any other corporation, firm, association, or other Entity in which one or more of this Corporation's Directors or Officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless:

(i) the material facts regarding such Director's or Officer's financial in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction;

(ii) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote or votes of such interested Director(s);

(iii) prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and

(iv) the Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to the Corporation at the time the transaction is entered into; or

(b) The material facts regarding such Director's or Officers financial interest in such contract or transaction and/or regarding such common Directorship, Officership or financial interest are fully disclosed in good faith are noted in the minutes of a membership meeting, or are known to all Voting Members, prior to consideration by the Voting Membership of such contract or transaction, and such transaction is approved by a majority of the Voting Membership in good faith, with any membership of an interested Director or Officer not being entitled to vote thereon.

Section 5.8
Loans to Directors and Officers. The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer.