BYLAWS OF EDUCATIONAL SOFTWARE COOPERATIVE, INC.

ARTICLE 1: OBJECT OF CORPORATION

Section 1. The Educational Software Cooperative (the "Corporation") is created for the following purposes, to the extent that these are not inconsistent with the New Jersey Nonprofit Corporation Law and the Corporation's Articles of Incorporation: To advance the mutual benefit of authors, publishers, dealers and distributors of educational software; to voluntarily cooperate formally and informally with each other to better develop, advertise, distribute and sell our educational software; to provide the public with information regarding the benefits, uses, and availability of educational software.

Section 2. The purposes 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 nonprofit 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. Nothing in this Section shall be interpreted to prevent the Corporation from hiring and paying employees, nor shall the Corporation be prevented from paying any individuals or organizations for professional services, or from purchasing materials needed to conduct the Corporation's business.

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 agrees to uphold the purposes of the Corporation as defined in the bylaws.
(b) Members must pay and remain current in the payment of dues, fees, and assessments to continue as Members.
(c) Memberships belong to individuals, not organizations, and are not transferable.

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.

Section 4. 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. A Member shall be dismissed from Membership upon the failure of the Member to meet any Membership criterion, or because of the commission of an act believed by the Board of Directors to be detrimental to the best interests of the Corporation. In the case of a dismissal for a detrimental act, the Member shall first be given the opportunity to answer such charges before a meeting of the Board or the Membership Committee. If the Board of Directors votes to cancel a Member's Membership, they shall provide thirty days' written notice of such cancellation to the Member. In the case of dismissal for failure to pay dues, fees or assessments, the Member may be automatically reinstated upon payment of the amount in question. In the case of dismissal for any other reason, the Membership may vote to reinstate the Member by majority vote at the next special or annual Membership meeting. A member who has been dismissed for any reason other than failure to pay dues or fees may not reapply for membership within one year of the dismissal. All Membership cancellation actions shall require a majority vote of the Board of Directors. 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 unable or unwilling 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 by the President and ratified by majority vote of the Membership at any meeting.

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 Members of the Corporation.

Section 2. There shall initially be four (4) Members of the Board of Directors. The Board of Directors or the Membership may set the size of the Board of Directors, to take effect at the next election for the Members of the Board of Directors. A majority of the Board of Directors may not be employed by the same organization and/or by organizations that substantially control the employing organizations of other Board Members.

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 shall meet prior to each Annual Meeting of the Membership, and may meet from time to time as deemed necessary by the Members of the Board. The Board may choose to hold its meetings on an electronic forum, such as an online message board, or via online conferencing, or through such other electronic means as may be selected by the Board of Directors. All Directors must have access to the electronic forum that is the site of such electronic meetings.

ARTICLE 4: MEETINGS OF MEMBERS

Section 1. 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 2. 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 may be conducted on any electronic system chosen by the Board of Directors.

Section 3. At any meeting of the Members, each Member shall have one vote. 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 4. At all meetings, a quorum shall consist of those persons who have cast their votes at such meeting.

Section 5. 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 6. Members who are unable to attend an Annual Meeting may designate a proxy by written notice to the Secretary on the matters on the agenda, appointing the Board of Directors to cast votes for such Member in the manner specified in such proxy.

Section 7. 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 8. 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 MEETINGS

Section 1. Only the meeting chair may call for an end of discussion and for a vote on a proposal. In the case of an electronic meeting, such call shall constitute the beginning of the "voting period".

Section 2. In the case of an electronic meeting, the voting period for any issue or election shall be 168 hours (seven days). Should the electronic system which is used for the meeting be unavailable to the general Membership for six or more continuous hours during the voting period, the voting period shall be extended for an additional 24 hours.

Section 3. In the case of an electronic meeting, in lieu of voting on the electronic system, a Member may send a written vote to the Secretary of other designated person and it shall be counted if received before or during the voting period. In the case of a non-electronic meeting, in lieu of voting in person, a Member may send a written or electronic vote to the Secretary or other designated person and it shall be counted if received prior to the call for a vote.

ARTICLE 6: ELECTION OF DIRECTORS AND OFFICERS

Section 1. On an annual basis, the Board of Directors shall arrange for
(a) A reasonable means of nominating persons for election as Directors;
(b) A reasonable opportunity for nominees to communicate to the members their qualifications as candidates;
(c) A reasonable opportunity for all nominees to solicit votes; and
(d) A reasonable opportunity for all members to choose among the nominees.

Section 2. Following the election of Directors, the Directors shall elect from the Members a President, a Vice-President, a Secretary and a Treasurer.

Section 3. If a vacancy occurs among the Board of Directors, a majority of the remaining Directors shall appoint a new Director to fill the vacancy until the next annual or special meeting of the Membership.

Section 4. If a vacancy occurs among the Officers, the vacancy shall be filled by the Board of Directors from the Membership.

Section 5. In the event of a tie vote by the Board of Directors for any Officer, a vote will be cast by the 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 may establish committees and shall appoint heads of such committees. The President shall act as Chief Executive Officer of the Corporation, to 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. In the absence of the Treasurer, the President shall perform the Treasurer's duties.

Section 2. In the absence of the President, the Vice-President shall perform the President's duties. In the absence of the Secretary, the Vice-President shall perform the Secretary'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. The Secretary shall sign the record of meetings.

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.

Section 5. Any Officer may be removed from office for cause by a two-thirds majority of either the Board of Directors or the Membership at any meeting called for that purpose.

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 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 66% of the Members of the Board. In the case of an electronic meeting, if a motion has been open for voting for one week, a quorum shall consist of 50% of the Board for the purpose of that particular motion.

Section 5. Any Member of the Board of Directors may be removed from office for cause by two-thirds majority of the Membership at any meeting called for that purpose.

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 as determined by the Board of Directors of the Corporation. If the Corporation holds any assets outside the state of its incorporation they shall be disposed of as required by law.

ARTICLE 11: NOTICES AND COMMUNICATIONS

Section 1. All notices or communications required or permitted hereunder may be sent by first-class mail or by electronic means. Such notices or communications shall be deemed to be delivered upon deposit with the United States Postal Service, or upon submission via the electronic means designated for such purpose. All notices and communications shall be addressed to each person at the last known address shown in the corporate records.

ARTICLE 12: AMENDMENTS

Section 1. These bylaws may be amended only by a majority vote of those voting at an Annual or Special Meeting provided that notice of the purpose 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.

ARTICLE 14: SEAL AND CORPORATE EMBLEM

Section 1. The Corporation may have a seal as adopted by the Board of Directors. The Seal may be used by the Officers to attest to the documents of the Corporation.

Section 2. The Corporation may have a corporate emblem as adopted by the Board of Directors. The corporate emblem may be used by Members under guidelines established by the Board of Directors.

ARTICLE 15: AUTHORIZATIONS

Section 1. Contracts. The Board of Directors may authorize any Officer, or may authorize any Officer to delegate such authority, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific circumstances.

Section 2. Checks, Drafts, Etc. The Board of Directors may authorize any Officer, or may authorize any Officer to delegate such authority, to issue checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness in the name of the Corporation.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories that the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any specific purpose of the Corporation.