THE BYLAWS

OF ASSOCIATION OF CERTIFIED KNOWLEDGE MANAGEMENT PROFESSIONALS

(ACKMP®), INCORPORATED.

ARTICLE ONE

OFFICES/HEADQUARTERS

Section 1.01: Principal Office.

The principal office of the Organization shall be 3402 E Princess Ann Road, Norfolk, Virginia 23502.

Section 1.02: Registered Office.

The registered office of the Corporation shall be 3402 E Princess Anne Road, Norfolk Virginia 23502. The address of the registered office of the Corporation may be changed from time to time by the Board of Directors without amendment of these By-Laws. Upon a change in the address of the registered office of the Corporation, the Corporation shall file the appropriate statements with the Secretary of State of the State of Virginia as may be required by the Virginia Business Organizations Code, as amended.

Section 1.03 Other Offices.

The Corporation may also have offices at other places within or without the State of Virginia where the Corporation is qualified to do business as the Board of Directors may from time to time designate, or the business of the Corporation may require.

ARTICLE TWO

BOARD OF DIRECTORS

Section 2.01 Board of Directors.

The Board of Directors of the Organization shall also be known as Board of Trustees, and shall establish an independent Certification Board of Regents (CBOR®) made up of nine (9) members. The Certification Board of Regents’ body shall have all of the Oversight powers, rights, authorities, and duties to govern the educational and certification standards of the Association under the Virginia Business Organizations Code.

The Board of Directors may elect other officers, advisory committee members, a working group including one secretary, and one or more technical advisers, as it may deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the  Board of Directors.

Section 2.02 Duties of Regents.

With exception of the Chair of the Board of Regents, no Regent shall have the duties of a trustee of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.

Section 2.03 Authority and Number.

The organization shall be Non-Governmental/nonprofit and the affairs of the Corporation shall be managed by a Board of Directors, consisting of not less than three (3) and at the least five (5) members who are in good standing and are Certified Professional Knowledge Manager (CPKM®) but who need not be a resident of any particular state but resident in the United States.

Section 2.04 Chair of the Board.

The Founding Board of Directors shall appoint its initial chairperson, and the chairman of the Board of Directors shall serve also as the Executive Director of the organization and have such powers and shall perform such duties as shall be established by the Bylaw to run the affairs of the organization. The chairperson of the Board of Directors shall serve perpetually until resignation and a successor is chosen and qualified and shall not be removed at any time either by the affirmative vote or a majority of the Board of Directors and for continuity of operation; however, may appoint a replacement in case of incapacitation.

The independent Certification Board of Regents (CBOR®) chairperson shall be elected by the Board of Directors who will serve as advisory committee members. The chairperson of the Certification Board of Regents shall have such powers and shall perform such duties as shall be designated by the Certification Board of Regents such as conducting the certification examination, setting and approving the training curriculum, learning objectives, standards, and conferring on members the following designation CKME®, CKMA®, CPKM® & CKMS®. The chairperson, advisory and committee members of the Certification Board of Regents shall serve until their successors are chosen and qualified but may be removed at any time by the affirmative vote of a majority of the Certification Board of Regents.

Section 2.05 Vacancies.

Any vacancy occurring in the Board of Regents or officers (by death, resignation, removal, or otherwise) may be filled by an affirmative vote of the remaining Regents at a meeting specially called for that purpose. A Regent elected to fill a vacancy shall be elected for the remaining unexpired term in office.

Section 2.06 Meetings.

The Certification Board of Regents shall meet twice a year or as needed. One meeting shall occur in the State of Virginia or virtually no later than June 1 of each year. A second annual meeting shall be held at the Annual Knowledge Management Summit of the Association of Certified Knowledge Management Professionals (ACKMP®) at such time and place as is appointed for the Annual Summit. Each Director and Regent shall receive proper notice of the time either via email, mail, or telephone, or written and date of each meeting.

Section 2.07 Quorum; Majority Vote.

At meetings of the Certification Board of Regents, a majority of the total number of Regents then in office, excluding advisory, committee, and ex-officio members, shall constitute a quorum for the transaction of business. The act of a majority of the Regents present at any meeting at which a quorum is present shall be the act of the Certification Board of Regents.

In the event of a tie vote, the Chairperson of the Board of Directors shall cast the tie-breaking vote. Any regular meeting of the Certification Board of Regents may be adjourned from time to time without notice other than announcement at the meeting whether a quorum is present or not and reconvened to transact any business which might have been transacted at the original meeting noticed.

Section 2.08 Amendment of Bylaws.

The Board of Directors shall have the power to alter, amend, or repeal these Bylaws or adopt new Bylaws. The Board of Directors may exercise this power at any regular meeting at which a quorum is present and a notice of the action to be taken with respect to the Bylaws having been contained in the notice of waiver of notice of such meeting.

Section 2.09 Compensation.

The Certification Board of Regents shall not receive any stated salary for their services; however, by resolution of the Members of the Board of Directors. Also, with the resolution of the Board of Directors, members of the Board of Regents may be paid their expenses, if any, for attendance at each meeting of the Certification Board of Regents and may be paid a fixed sum for attendance at each meeting of the Certification Board of Regents.

No such payment shall preclude any member of the Board of Regent from serving in the organization in any other capacity and receiving compensation therefor.

Section 2.10 Removal.

Any member of the Certification Board of Regents may be removed either with or without cause at any annual or special meeting of the Certification Board of Regents, by an affirmative vote of a majority of Regents or Board of Directors or the Chairperson.

Section 2.11 Terms of Office and Qualifications of Regents.

The Certification Board of Regents shall be elected by the members of the Board of Directors. All Regents must be members of the organization and must be designated Certified Professional Knowledge Manager (CPKM), Doctoral Degree holder, Former military officer in the rank of a colonel, and in good standing with the Association. At least one observing member of the Certification Board of Regent shall be the Chairperson of the Board of Directors and a citizen of the United States of America.

All Regents elected shall serve staggered terms and shall hold office until their successors are duly appointed or elected and qualified. All Regents shall serve a four-year term. A Regent may serve for three years or more and only one term and is not eligible for re-election unless otherwise approved by the Board of Directors.

Section 2.12 Elections.

Elections for the Board of Directors shall be held annually before the first meeting of the Board and when required unless vetoed by the Chair of the Board of Directors. Each certified and qualified member who is entitled to vote under the provisions of these By-Laws shall receive notice of the election and shall be allowed to submit an application to have his or her name placed on the ballot.

The Nominations Committee shall nominate the members of the organization who are to run for election to the Certification Board. There are restrictions to who must be nominated for each open position if such person is qualified as provided by this Bylaw. The candidates with the most votes who otherwise meet the qualifications stated by these By-Laws shall be elected.

Section 2.13 Advisory Members.

The Association of Certified Knowledge Management Professional. (“ACKMP”) Board of Directors may appoint up to three (3) Advisory Members to the Certification Board of Regents. Advisory Members shall receive all notices of meetings, shall be entitled to attend all meetings, and shall be allowed to engage in discussion and offer advice at meetings; however, they shall not have any voting power except as specifically set forth in these By-Laws.

ARTICLE THREE

OFFICERS

Section 3.01 Officers.

The officers of the Corporation will be the Executive Director (ED), Chief Operating Officer (COO), Chief Financial Officer (CFO), Executive Secretary (ES), the role of officers to be determined by the Board of Directors; additionally, consultants, technicians, and such other officers as may be appointed in accordance with the provisions of this article. The Chairman of the Board of Directors shall serve as Executive Director of the Corporation, a member of the Board of Directors can hold two or more offices or roles as provided by the Bylaw.

Section 3.02 Election and Term of Office.

The officers of the organization shall be elected for at least a two-year term by the Board of Directors during the annual meeting of the Board of Directors. If the election of officers is not held at such meeting, such election must be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer will hold office until his or her qualified successor has been appointed by the Board of Directors.

Section 3.03 Removal.

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served by such action, but such removal will be without prejudice to the contract rights, if any, of the officer so removed.

Section 3.04 Vacancies.

A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be appointed by the Chairperson of the Board of Directors or filled during an emergency meeting of the Board of Directors for the unexpired portion of the term. Upon the resignation of the Chairperson of the Board of Directors the Chief Operating Officer or any person that shall be appointed by the resigning Chairperson of the Board, shall assume the role of the Chair temporarily for a period not exceeding 6 months until duly elected by the Board of Directors.

Section 3.05 Executive Director (ED).

The Chairman of the Board of Regents shall serve as the Executive Director (ED) of the Corporation. The Executive Director will be the Principal Executive Officer (PEO) of the Corporation and will, in general, supervise and control all of the business and affairs of the Corporation.

The Executive Director may sign, with the Executive Secretary or any other proper officer of the Corporation authorized by the Board of Director, any contracts or other instruments that the Board of Directors is required to authorize for execution by a party to the transaction or have authorized to be executed, except in cases where the signing and execution thereof will be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Corporation.

In general, the Executive Director will perform all duties incident to the Office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time. In the absence of the Executive Secretary and/or the Chief Financial Officer, the Executive Director may perform the duties of the Executive Secretary and/or the Chief Financial Officer.

Section 3.06 Chief Operating Officer (COO).

In the absence of the Executive Director, or in the event of the Executive Director’s inability or unlawfully refusal to act, the Chief Operating Officer, or in the event there are other qualified Board members in the order of their election, will perform the duties of the Executive Director, and when so acting, will have all the powers of and be subject to all the restrictions on the Executive Director. Any Board member must perform such other duties as from time to time may be assigned by the Executive Director or by the Board of Directors.

Section 3.07 Chief Financial Officer.

If required by the Board of Directors, the Chief Financial Officer will give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may determine to be appropriate.

The Chief Financial Officer will have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as may be selected by the Board of Directors, and, in general, perform all the duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned by the Executive Director or by the Board of Directors.

Section 3.08 Executive Secretary.

The Executive Secretary will keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are given in accordance with the provisions of these By-Laws or as may be required by law; be the custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each person who is a friend and/or supporter of the Corporation which will be furnished to the Executive Secretary by such person; and in general, perform all duties incident to the office of Executive Secretary and such other duties as from time to time may be assigned by the Executive Director or by the Board of Directors.

Section 3.09 The Advisory Board or Committee.

If required by the Board of Directors, a member of the Advisory Board or Committee will give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors may determine to be appropriate. The Advisory Board or Committee, in general, will perform such duties as may be assigned to them by the Chief Financial Officer or the Executive Secretary or by the Executive Director or the Board of Directors.

Section 3.10 Two or More Roles Held by the Same Person.

Any two or more roles may be held by the same person including the offices of Executive Director and Executive Secretary.

ARTICLE FOUR

COMMITTEES

Section 4.01 Executive Committees & Working Group.

Internal management and conduct of the business of the Corporation may, either by resolution adopted by a majority of the Board of Directors in office or by the appointment of the Executive Director, be vested in an executive committee composed of at least two persons. Any person in the advisory committee need not be a member of the Board Directors of the Corporation and will be appointed by resolution of the Board of Directors. At least one member of the committee will be a member of the Board of the Corporation. A designated committee may perform the functions of any officer and the functions of any two or more officers may be performed by a single committee.

Section 4.02 Other Committees or Advisory Member.

Other Committees or Advisory Member not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Board present at a meeting at which a quorum is present.

Except as otherwise provided in such resolution, members of each such committee will be members of the Corporation, and the Board of Directors of the Corporation will appoint the members.

Any committee or advisory member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation will be served by such removal.

Section 4.03 Term of Office.

Each member of a committee or advisory group will continue for a two-year term as such until the next annual meeting of the members of the Board and until a successor is appointed, unless the committee is sooner terminated, unless such member is removed from such committee, or unless such member ceases to qualify as a member of such committee or advisory group.

Section 4.04 Committee Chairperson.

One member of each committee or advisory member will be appointed or elected chair by the person or person authorized to appoint the committee members, or by such other persons as the Board of Directors may designate.

Section 4.05 Vacancies.

Vacancies in the membership of any committee or advisory group may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 4.06 Quorum.

Unless otherwise provided in the resolution of the Board of Directors designating a committee, advisory group a majority of the whole committee will constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present will be the act of the committee.

Section 4.07 Rules.

Each committee or advisory group may adopt rules for its own working group not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

ARTICLE FIVE

MEMBERS

Section 5.01 Classes of Membership.

There shall be two classes of members: (1) Certified Members and (2) Non-Certified Members. “Certified members” are those members who have been awarded the designation “Certified Professional Knowledge Manager (CPKM®), Certified Knowledge Management Auditor (CKMA®), Certified Knowledge Management Engineer (CKME®), Certified Knowledge Management Specialist (CKMS®)” who are members in good standing, and whose designation has not been revoked by action of the Certification Board of Regents (CBOR®).

Certified members are entitled to all benefits of full membership including nominating members to the Certification Board of Regents. There are three categories of Non-Certified Members: (a) Student Members, (b) Professional Membership, (c) Corporate Membership, and the Non-Certified Members shall have no voting rights but are eligible to nominate an officer to the Board of Regents. Membership is a privilege and not a right; the qualifications of membership are subject to the discretion of the Board of Directors.

Section 5.02 Qualification for Membership.

The Board of Regents shall set forth the educational, experience, and testing requirements to become and remain a Member of the Corporation. Candidates for admission or readmission to membership shall be certified under those criteria through a process administered by the Association of Certified Knowledge Management Professionals (ACKMP).

The ACKMP, Inc. will at least annually provide the Board of Regents with a statistical status report of persons certified for admission or readmission to membership. Only Members in good standing shall be designated “Certified Professional Knowledge Manager (CPKM®), Certified Knowledge Management Auditor (CKMA®), Certified Knowledge Management Engineer (CKME®), Certified Knowledge Management Specialist (CKMS®)” and, subject to the licensing arrangements with ACKMP, Inc., use such designation.

Section 5.03 Authority of Members.

Only Board members of the Corporation who hold a valid Certification shall have the authority to vote for the election of the Certification Board of Regents. Each such Board member shall be entitled to one (1) vote on all matters submitted to the membership. Except as is otherwise provided, all action shall be decided by a majority vote of the Board members or otherwise vetoed by the Chair of the Board of Directors.

Section 5.04 Meetings.

Meetings of the Board shall be called and held at such times, places, and at the intervals, as determined solely in the discretion of the Board of Directors. Members of the Certification Board of Regents shall have voting right when administering their duties as regents as may be specifically set out in these Bylaws as they may be amended from time to time.

Section 5.05 Continuing Professional Education.

The Certification Board of Regents shall set forth the Continuing Professional Education requirements and CPE credits for all Members

Section 5.06 Membership Resignation.

Any member may resign from membership in the organization at any time. A resignation shall not be in writing and may not be offered to the Board of Directors. Actions on such resignations, as well as actions on applications for reinstatement, shall be undertaken by the Board of Directors under such provision as may be prescribed in these Bylaws.

Section 5.07 Suspension and Expulsion.

The Board of Directors may suspend, expel, or discipline any member if the member is found guilty by a court of competent jurisdiction of a crime punishable by imprisonment for more than one year, a felony, or any crime involving moral turpitude.

A crime of moral turpitude is one that calls into question the integrity and judgment of the offender and includes but is not limited to offenses such as bribery, fraud, corruption, solicitation, embezzlement, theft by a fiduciary or trustee, or theft by trick, deceit or false pretenses. Additionally, the Board of Director may in its sole discretion, expel, suspend, or discipline any Member if, under such procedures as the Board of Directors may establish, it determines that a Member:

1. Failed to abide by the Corporation’s policy, governing rules (including these By-Laws) or the Corporation’s Code of Professional Ethics and conducts.
2. Has committed any act discreditable to the Corporation or its membership.
3. Has been declared by a court of competent jurisdiction to be insane or to lack legal capacity.
4. Failed to cooperate with a disciplinary investigation of the Corporation.
5. Failed to use the “Certified Professional Knowledge Manager (CPKM®), Certified Knowledge Management Auditor (CKMA®), Certified Knowledge Management Engineer (CKME®), Certified Knowledge Management Specialist (CKMS®)” designations in accordance with the licensing agreement with ACKMP, Inc.

If any member fails to pay the required membership dues or is found to have falsified any information submitted to the corporation, such member shall be automatically expelled by the Chairperson of the Board of Directors without the necessity of a vote.

Any member who becomes delinquent in non-dues payments owed to the Corporation for ninety (90) days shall be suspended for ninety (90) days or until such time as the member’s account is paid in full or resolved to the satisfaction of the Corporation. If at the end of the ninety-day suspension the member’s account has not been paid in full, the member shall be expelled without the necessity of a vote by the Board of Directors.

Any member who fails to meet or prove compliance with the established Continuing Professional Education requirements shall be suspended indefinitely until such time as the member demonstrates that he or she has complied.

The Board of Directors may provide the conditions and procedures under which the Board of Directors may reinstate a member who has been suspended or expelled or whose membership was otherwise terminated. Notice of disciplinary action, together with the reasons for such action, may be published in any manner as the Board of Directors may prescribe.

Section 5.08 Payment of Fees and Dues.

All member services shall be rendered by the ACKMP, Inc. Annual fees for such services shall be set by ACKMP, Inc. ACKMP, Inc. may refuse to certify as a member in good standing any person who is delinquent in the payment of his/her annual fees.

ARTICLE SIX

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 6.01 Authority to Contract and Collect Funds.

The Board of Directors may contract ACKMP, Inc., as the training provider and may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any necessary contracts or to execute documents in the name of and on behalf of the Corporation. However, such authority is limited to the ability to contract with parties to provide member services. Neither the Certification Board of Regents nor any officer or agent of the Corporation may borrow money on behalf of the Corporation.

Section 6.02 Checks, Drafts, or Orders for Payment.

All checks, drafts, or orders for the payment of money, notes, or other pieces of evidence of indebtedness issued in the name of the Corporation will be signed by such officer or officers, agent or agents of the Corporation and in such manner, as is from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments must be signed by the Chief Financial Officer or designee and countersigned by the Executive Director or the Chief Operating Officer of the Corporation.

Section 6.03 Deposits.

All funds of the Corporation must be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE SEVEN

LOCAL CHAPTERS

Members may voluntarily join together to form local chapters of the Corporation in a manner prescribed by the Board of Directors. In the event the Board of Directors establishes conditions or requirements for establishing a local chapter, as well as provide for payment of dues or other requirements, such conditions and requirements shall be incorporated into the charter of the local chapter.

ARTICLE EIGHT

CORPORATE SEAL AND TRADEMARK

The Seal of the Association of Certified Knowledge Management Professionals (ACKMP®) and the mark “Certified Professional Knowledge Manager (CPKM®), Certified Knowledge Management Auditor (CKMA®), Certified Knowledge Management Engineer (CKME®), Certified Knowledge Management Specialist (CKMS®), Certification Board of Regents (CBOR®)” are trademarks of ACKMP, Inc.

The use of any and all such marks by the Corporation shall be in accordance with the Licensing Agreement executed by both corporations, and the Board of Directors shall take no action in contravention of the Licensing Agreement and the terms thereof.

The use of any and all such marks by members of the Corporation shall be subject to the payment by the member of his/her annual fees to ACKMP, Inc.

The use of any and all such marks by the Local Chapters shall be in accordance with the requirements and conditions set forth by the Board of Directors of the Corporation, ACKMP, Inc., and the Licensing Agreement.

ARTICLE NINE

GENERAL PROVISIONS

Section 9.01 Conference Telephone Meetings.

Any meetings of the Board of Directors or Certification Board of Regents or any committee thereof may be held by means of video conference, telephone or similar virtual communications equipment so long as all persons participating in the meeting can hear each other.

Participation in a teleconference or virtual meeting shall constitute presence in person at such meeting except when a person participates for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.02 Action by Written Consent.

Any action which may be taken, or which is required by law, the Corporation’s charter or By-Laws to be taken, at a meeting of Board of Directors, Certification Board of Regents or of any committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all the members of the Board of Directors entitled to vote on such matter, or all of the members of such committee or advisory member as the case may be.

Section 9.03 Legal Construction.

The By-Laws shall be construed in accordance with the laws of the State of Virginia. All references in the By-Laws to statutes, regulations, or other sources of legal authority shall refer to the authorities so cited, or their successors, as they may be amended from time to time.

If any By-Law provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability of such provision shall not affect any other provision of these By-Laws and these By-Laws shall be construed as if such invalid, illegal or unenforceable provision had not been adopted or included in these By-Laws.

Section 9.04 Books and Records.

The Corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its members, Board of Director, Certification Board of Regents, Advisory and committee members having any of the authority of the Board of Directors, and will keep at the registered or principal office a record giving the names and addresses of the members entitled to vote.

All books and records of the Corporation may be inspected by any Board member, or his or her agent or attorney, for any proper purpose at any reasonable time.

Section 9.05 Fiscal Year.

The Fiscal Year of the Corporation will begin on the first day of January and end on the last day of December in each year.

Section 9.06 Waiver of Notice.

Whenever any notice is required to be given under the provisions of the State of Virginia Business Corporation Code or under the provisions of the articles of incorporation or the By-Laws of the Corporation, a waiver of such notice, in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, will be deemed equivalent to the giving of such notice.

ARTICLE TEN

NON-DISCLOSURE AGREEMENT

The Board of Directors, officers, and Association members agree not to use the Confidential Information in any way, or to reproduce or use any material or document embodying Confidential Information, except for the purpose set forth above.

The Board of Directors, officers, and Association members agree to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than individuals having a need for disclosure in connection with authorized use of the Confidential Information.

The Board of Directors, officers, and Association members agree to take all steps reasonably necessary to protect the secrecy of the Confidential Information and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.

agree that all Confidential Information shall remain the property of ACKMP and that ACKMP may use such Confidential Information for any purpose without obligation to Association Members, officers, or directors. Nothing contained herein shall be construed as granting or implying any transfer of rights to members in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.

This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) ACKMP, its Board of Directors, representative and assigns; and (b) Officers, Association Members, its successors, representative and assigns.

ARTICLE ELEVEN

NON-COMPETE AGREEMENT

All ACKMP officers specifically agree that for a period of TEN years after he/she is no longer rendering service to ACKMP; will not engage, directly or indirectly, either as proprietor, stockholder, partner, officer, employee, or otherwise, in the same or similar activities as were performed for ACKMP in any business within the United States or with another organization which distributes or sells products or provides services similar to those distributed, sold, or provided by the ACKMP at any time during the TEN years preceding the officer’s separation from ACKMP.

ARTICLE TWELVE

INDEMNIFICATION OF REGENTS, OFFICERS, AND EMPLOYEES

The Board of Directors of the Corporation shall, and hereby does, authorize the payment of expenses incurred by, or satisfy a judgment or fine rendered or levied against, a present or former member of the Board, Certification Board of Regents, or officer of the corporation, or the estate, executor, administrator, heirs, legatees, or devisees of such person, in an action brought by a third party against such person (whether or not the Corporation is joined as a party defendant) to impose liability or penalty on such person for an act alleged to have been committed by such person while a Board of Director or officer, or by the Corporation, or by both.

Such person may also be reimbursed for amounts paid and expenses reasonably incurred in settling any such action or threatened action; provided, that the Board of Director determines in good faith that such member of the Board or Certification Board of Regent or officer was acting in good faith within what he or she reasonably believed to be the scope of his or her authority and for a purpose which he or she reasonably believed to be in the best interests of the Corporation or its members. It is prudent that each officer/board member has personal liability insurance; hence the organization recommends that officers/board members obtain personal liability insurance.

The Board of Director may, in its sole discretion, authorize the payment of expenses incurred by, or satisfy a judgment or fine rendered or levied against, a present or former employee of the Corporation, or the estate, executor, administrator, heirs, legatees, or devisees of such person, in an action brought by a third party against such person (whether or not the Corporation is joined as a party defendant) to impose liability or penalty on such person for an act alleged to have been committed by such person while an employee, or by the Corporation, or by both. Such person may also be reimbursed for amounts paid and expenses reasonably incurred in settling any such action or threatened action; provided, the Board of Directors determines in good faith that such employee was acting in good faith within what he or she reasonably believed to be the scope of his or her employment or authority and for a purpose which he or she reasonably believed to be in the best interests of the Corporation or its members.

ARTICLE THIRTEEN

AMENDMENTS TO BY-LAWS

The Chairman Board of the Directors if deemed appropriate shall recommend to the Board of Directors to alter, amend, or repeal, or enact new By-Laws, subject to the limitations of the articles of incorporation, these By-Laws, and the State of Virginia Business Corporation Code.

Incorporator

The name and address of the Incorporator are:

Name: Mr. Joe Wolemonwu, MBA, CKM, CPKM

Address 1,  Old Leavells Road, Fredericksburg, VA 22407

_____________________________________

Signature

Saturday, September  09, 2017

These Bylaws were approved at a meeting of the Board of Directors of The Association of Certified Knowledge Management Professionals (ACKMP) with the oversight of the Board Chairperson and The Executive Director on September 09, 2017.

Endorsed By the Registered Agent.