Bylaws of U.S. Election Industry Association

Article I – Name, Offices, and Registered Agent

1.1 Name. The name of the corporation is U.S. Election Industry Association (the "Corporation"). The Corporation may also do business as "The United States Election Industry Association" and "USEIA" after any required trade-name filing.

1.2 Nature. The Corporation is a nonprofit corporation organized under the Wyoming Nonprofit Corporation Act (the "Act").

1.3 Principal office. The principal office of the Corporation will be at a location the Board designates and may be a virtual office. The Corporation may have other offices as the Board determines.

1.4 Registered agent and office. The Corporation will continuously maintain a registered agent and registered office in Wyoming, as required by the Act. The Board may change the registered agent by filing the required statement with the Wyoming Secretary of State.

Article II – Purposes and Powers

2.1 Purposes. The Corporation is organized and will be operated exclusively for nonprofit purposes permitted by the Act, specifically to advocate for the interests of the election industry. The election industry means the firms, operatives, consultants, vendors, volunteers, and professionals whose work supports elections and voter engagement in the United States. To that end, the Corporation may:

1. promote the common business interests of the election industry and improve business conditions in that industry;
2. represent the industry before policymakers, regulators, the press, and the public on matters of public policy affecting it;
3. develop and promote professional standards, ethics, and best practices;
4. recognize excellence in the industry, including through the GOTV Awards;
5. provide education, information, publications, and events; and
6. engage in any other lawful activity consistent with these purposes and permitted to a nonprofit corporation under the Act.

2.2 Non-partisan. The Corporation is non-partisan. It does not endorse, support, or oppose any candidate for public office or any political party.

2.3 No private inurement. No part of the net earnings of the Corporation will inure to the benefit of, or be distributable to, any director, officer, member, or other private person, except that the Corporation may pay reasonable compensation for services actually rendered, reimburse reasonable expenses, and provide member benefits on the same terms to members of the same class.

2.4 Powers. The Corporation has all powers granted to nonprofit corporations under the Act, subject to any limits in the Articles and these Bylaws.

2.5 Tax status. The Corporation has not been determined to be exempt from federal income tax. If the Board authorizes an application for recognition of exemption (for example, under IRC § 501(c)(6)), the Corporation will operate in a manner consistent with that status once recognized, and these Bylaws will be interpreted accordingly.

Article III – Membership

3.1 Membership structure. The Corporation has no members within the meaning of the Act. Persons and organizations that pay dues and are admitted under this Article are "Members" of the Corporation's membership program only. They have the benefits described in Article IV, but no right to vote for directors or on any other corporate matter, and no other rights of members under the Act. Any action that would otherwise require member approval under the Act requires only Board approval.

3.2 Classes and dues. The membership program has the following classes. The Board may change the classes, dues, and benefits at any time, effective for new or renewing Membership Years.

A Firm membership is held by the organization. The organization designates its covered individuals and a primary administrator, and may change them under policies the Board adopts.

3.3 Admission. Membership is open to individuals and organizations engaged in, or supporting, the election industry who apply, agree to the Membership Agreement and Member Code of Conduct, and pay dues. Admission is on a rolling basis ("Join Now"). The Board, or staff it authorizes, may decline any application for a lawful reason consistent with the Corporation's purposes.

3.4 Term, automatic renewal, and no refunds. Each membership lasts 12 months from the date dues are paid (the "Membership Year"). Memberships renew automatically for successive Membership Years at the then-current dues unless cancelled before the renewal date, as provided in the Membership Agreement and applicable automatic-renewal laws. Dues are non-refundable, except where a refund is required by law.

3.5 Good standing. A Member is in good standing if its dues are paid and it is not suspended.

3.6 Suspension and termination. The Board, or a committee or officer it authorizes, may suspend or terminate a Member for nonpayment, violation of the Membership Agreement or Code of Conduct, or conduct that is unlawful or materially harmful to the Corporation's purposes or reputation. Before acting, it will give the Member notice and a reasonable opportunity to respond, except where immediate action is reasonably necessary. Membership also ends on cancellation or non-renewal.

3.7 Non-transferability. Memberships are not transferable, except that a Firm may change its designated individuals.

3.8 No liability for Corporation obligations. Members are not personally liable for the debts, liabilities, or obligations of the Corporation.

Article IV – Member Rights; GOTV Awards Program Voting

4.1 Member benefits. Members in good standing are entitled to the benefits the Board establishes from time to time, which currently include:

1. newsletters, industry updates, and events;
2. an optional listing in the online member directory;
3. the Member Data-Removal & Protection Services, provided on a best-efforts basis with no guarantee of results;
4. eligibility to participate in GOTV Awards voting under Section 4.2; and
5. other benefits described in the Membership Agreement.

Members also have the right to (a) receive notice of material changes to dues or benefits, (b) attend the annual meeting of Members as non-voting participants, and (c) receive a summary of the Corporation's activities each year.

4.2 GOTV Awards program voting. The Board may establish award programs, including the GOTV Awards, under official rules the Board or the Awards Committee adopts (the "Awards Rules"). For the 2026 GOTV Awards, award recipients are decided by votes recorded on a blockchain. Each eligible Member or Firm receives one (1) vote per U.S. dollar paid to (spent with or contributed to) the Corporation in calendar year 2026, in each award category, as defined, verified, and limited by the Awards Rules. Awards votes:

1. are program votes used only to select award recipients;
2. are not votes of members under the Act;
3. carry no right to elect directors, amend these Bylaws, or approve any corporate action; and
4. do not make any person a member within the meaning of the Act.

The Awards Rules must provide for verification of payments, anti-fraud safeguards, tie-breaking without any element of chance, and clear public disclosure that results are payment-weighted. No cash prize or prize of monetary value will be awarded unless the Board approves after advice of counsel.

**4.3 **

4.3 Annual meeting of Members. The Corporation may hold an annual meeting or forum of Members, in person or by remote communication, at a time and place the Board sets, for reports and discussion. No Member vote is taken.

Article V – Board of Directors

5.1 Powers. All corporate powers are exercised by or under the authority of the Board of Directors (the "Board"), and the Corporation's affairs are managed under its direction.

5.2 Number. The Board consists of not fewer than three (3) and not more than nine (9) directors, with the exact number fixed by Board resolution. The initial directors are those named in the Articles or elected by the incorporator. A reduction in number does not shorten any director's term.

5.3 Qualifications. Directors must be natural persons at least 18 years old. Directors need not be Members.

5.4 Election and terms. Directors are elected by the Board at its annual meeting by a majority of directors then in office. Directors serve terms of two (2) years. Terms are staggered so that about half expire each year, and each director serves until a successor is elected and qualified or until earlier resignation or removal.

5.5 Resignation. A director may resign by written or electronic notice to the Board Chair or Secretary, effective on delivery unless the notice states a later time.

5.6 Removal. A director may be removed, with or without cause, by the vote of two-thirds (2/3) of the directors then in office, excluding the director being removed.

5.7 Vacancies. Vacancies, including those created by an increase in the number of directors, may be filled by a majority of the remaining directors, even if less than a quorum. A director elected to fill a vacancy serves the remainder of the unexpired term.

5.8 Meetings. The Board will hold an annual meeting to elect directors and officers and conduct other business. It may also hold regular meetings on dates it sets. Special meetings may be called by the Board Chair, the President, or two (2) directors.

5.9 Notice. Regular meetings may be held without notice if the schedule has been adopted by the Board. Special meetings require at least two (2) days' notice of the date, time, and place or means of remote participation, delivered by email or another reasonable method. A director waives notice by signing a waiver or by attending without objecting at the start of the meeting.

5.10 Remote participation. Directors may participate in any meeting by video or telephone conference or other means by which all participants can hear each other at the same time. Participation by those means is presence in person.

5.11 Quorum and voting. A majority of directors then in office is a quorum. Except as the Act, the Articles, or these Bylaws require otherwise, the act of a majority of directors present at a meeting where a quorum is present is the act of the Board.

5.12 Action without a meeting. Any Board action may be taken without a meeting if all directors consent in writing or by electronic transmission. The consents are filed with the minutes.

5.13 Compensation. Directors serve without compensation for service as directors, but may be reimbursed for reasonable expenses. A director may be paid reasonable compensation for other services only if approved under Article VIII.

5.14 Standards of conduct. Each director will act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the Corporation.

Article VI – Officers

6.1 Officers. The officers are a President, a Secretary, and a Treasurer, and may include a Board Chair, one or more Vice Presidents, an Executive Director, and other officers the Board appoints. One person may hold more than one office, except that the same person may not serve as both President and Secretary.

6.2 Election and term. Officers are elected by the Board at its annual meeting and serve one (1)-year terms, or until successors are elected. The Board may remove any officer at any time, with or without cause, without prejudice to any contract rights. The Board may fill vacancies.

6.3 President. The President is the chief executive officer, supervises the Corporation's affairs subject to the Board, and may sign contracts and instruments the Board authorizes.

6.4 Secretary. The Secretary keeps minutes of Board and committee meetings, gives required notices, keeps the corporate records described in Article X, and certifies corporate documents.

6.5 Treasurer. The Treasurer oversees the Corporation's funds, books of account, budgets, and financial reports, and reports to the Board at least quarterly.

6.6 Executive Director (optional). The Board may hire an Executive Director to manage day-to-day operations under its direction.

Article VII – Committees

7.1 Board committees. The Board may create committees with the authority of the Board, each consisting of two (2) or more directors appointed by the Board. Board committees may not: (a) approve dissolution, merger, or the sale of substantially all assets; (b) amend the Articles or these Bylaws; (c) elect, appoint, or remove directors or fill Board vacancies; or (d) take any other action the Act reserves to the full Board.

7.2 Standing committees. The Board may establish:

1. an Executive Committee, to act between Board meetings within limits the Board sets;
2. a Finance and Audit Committee, to oversee budgets, financial controls, and any audit or review;
3. an Awards Committee, to adopt and administer the Awards Rules, oversee payment-to-vote verification and fraud safeguards, and certify results;
4. a Membership and Standards Committee, to oversee membership policies, the Code of Conduct, the member directory, Data-Removal Services, and discipline; and
5. a Governance and Nominating Committee.

7.3 Advisory committees. The Board may create advisory committees that include non-directors. Advisory committees have no authority to act for the Board.

7.4 Procedures. Committees follow the meeting, notice, quorum, and voting rules applicable to the Board, unless the Board provides otherwise, and keep minutes.

Article VIII – Conflicts of Interest and Related-Party Transactions

8.1 Policy. The Board will adopt and maintain a written conflict-of-interest policy. Each director and officer will disclose annually, in writing, any financial interest in, or position with, an entity that does or seeks to do business with the Corporation, including any entity that provides technology, payment, voting, data-removal, staffing, or management services to the Corporation.

8.2 Disclosure and recusal. A director or officer with a direct or indirect financial interest in a proposed transaction, or a family member or affiliated company with one (an "Interested Person"), must disclose all material facts before the Board or a committee acts. The Interested Person may not vote on the transaction and must leave the deliberation unless asked to answer questions.

8.3 Approval. A transaction with an Interested Person may be approved only if: (a) the material facts were disclosed; (b) it is approved in good faith by a majority of disinterested directors (even if less than a quorum, provided there are at least two); and (c) the disinterested directors reasonably determine, after reviewing comparable market information where reasonably available, that the transaction is fair and reasonable to the Corporation. Transactions with companies affiliated with any founder, director, or officer are subject to this Article.

8.4 Records. The minutes will record the disclosure, the recusal, the information considered, and the vote.

8.5 Loans. The Corporation will not lend money to, or guarantee the obligations of, any director or officer except as permitted by the Act and approved under this Article.

Article IX – Indemnification and Insurance

9.1 Indemnification. To the fullest extent permitted by the Act, the Corporation will indemnify any person made or threatened to be made a party to a proceeding because the person is or was a director or officer of the Corporation, against liability and reasonable expenses (including attorneys' fees) incurred in the proceeding, if the person (a) acted in good faith, (b) reasonably believed the conduct was in, or at least not opposed to, the Corporation's best interests, and (c) in a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. Mandatory indemnification: the Corporation will indemnify a director or officer who was wholly successful, on the merits or otherwise, in defending a proceeding, for reasonable expenses incurred.

9.2 Exclusions. No indemnification will be made (a) in a proceeding by or in the right of the Corporation in which the person is adjudged liable to the Corporation, except for reasonable expenses as the Act permits; (b) for any transaction from which the person received an improper personal benefit; or (c) where prohibited by the Act.

9.3 Determination. Indemnification (other than mandatory indemnification) requires a determination, made as the Act requires (by disinterested directors, special legal counsel, or as otherwise permitted), that the applicable standard of conduct was met.

9.4 Advancement of expenses. The Corporation may advance reasonable expenses before the final disposition of a proceeding if the person gives a written affirmation of good-faith belief that the standard of conduct has been met and a written undertaking to repay the advance if it is ultimately determined that the person is not entitled to indemnification.

9.5 Employees and agents. The Board may indemnify employees, volunteers, committee members, and agents to the extent it determines, consistent with the Act.

9.6 Insurance. The Corporation may buy and maintain insurance, including directors and officers (D&O) liability insurance, on behalf of any person described in this Article, whether or not the Corporation could indemnify the person against that liability.

9.7 Non-exclusive; amendment. These rights are not exclusive of other rights under any agreement, Board resolution, or law. No amendment of this Article reduces protection for acts or omissions before the amendment.

Article X – Fiscal Year, Finances, and Records

10.1 Fiscal year. The fiscal year of the Corporation is the calendar year (January 1 – December 31).

10.2 Contracts, checks, and deposits. The Board may authorize any officer or agent to enter into contracts or sign instruments on behalf of the Corporation. Funds will be deposited in accounts in the Corporation's name. Funds of the Corporation will not be commingled with those of any director, officer, or affiliated company.

10.3 Budget and reports. The Treasurer will present an annual budget for Board approval, and financial reports at least quarterly. The Board will decide whether to obtain a compilation, review, or audit of the financial statements.

10.4 Records. The Corporation will keep, at its principal office or in secure electronic form:

1. its Articles, Bylaws, and all amendments;
2. minutes of all Board and committee meetings, and records of actions taken without a meeting;
3. a list of directors and officers;
4. a record of Members (names, classes, contact information, and dues status);
5. appropriate accounting records and annual financial statements;
6. its most recent annual report filed with the Wyoming Secretary of State;
7. conflict-of-interest disclosures;
8. Awards Rules and certified results, with payment-to-vote reconciliation records for 7 years; and
9. any filings with federal or state tax authorities.

10.5 Annual report. The Corporation will file the annual report required by the Wyoming Secretary of State and pay any license tax by the due date (generally the first day of the anniversary month of incorporation – confirm).

10.6 Tax filings. The Corporation will make all federal and state tax filings required for its status, as determined by the Board with professional advice. If federal exemption is recognized, this includes the applicable Form 990-series return and any IRC § 6033(e) lobbying-expense notices to members.

10.7 Privacy of member data. Member records, payment records, and Data-Removal Services information are confidential, will be protected with reasonable security safeguards, and may be used only in accordance with the Corporation's Privacy Policy.

Article XI – Political Activity, Antitrust, and Compliance

11.1 No candidate contributions. The Corporation will not make contributions to candidates, political parties, or political committees, and will not make independent expenditures or electioneering communications, unless the Board approves after advice of counsel and in compliance with applicable law. Any separate segregated fund (PAC) may be created only by Board resolution after advice of counsel.

11.2 Lobbying. The Corporation may engage in lobbying consistent with its purposes and applicable law, and will comply with lobbying registration and reporting requirements.

11.3 Antitrust. The Corporation will adopt an antitrust compliance policy. No meeting, program, or communication of the Corporation may be used to discuss or agree on prices, fees, bids, wages, allocation of customers or territories, or boycotts.

11.4 Compliance. The Corporation will comply with applicable laws, including privacy, consumer-protection, automatic-renewal, telemarketing and text-messaging, email, and election laws.

Article XII – Amendments

12.1 Bylaws. These Bylaws may be amended or repealed, and new Bylaws adopted, by the vote of a majority of the directors then in office at any meeting, if the proposed amendment was included in the notice of the meeting or by unanimous written consent.

12.2 Articles. The Articles may be amended as provided in the Act.

Article XIII – Dissolution

13.1 Approval. The Corporation may be dissolved by the vote of two-thirds (2/3) of the directors then in office, under a plan of dissolution.

13.2 Distribution of assets. After paying or adequately providing for all liabilities, the remaining assets of the Corporation will be distributed to one or more organizations with purposes similar to the Corporation's that are organized and operated for nonprofit purposes and, if the Corporation is then recognized as exempt under IRC § 501(c)(6), to organizations exempt under § 501(c)(6) or § 501(c)(3), or to a governmental unit for a public purpose, as the Board determines. No assets will be distributed to any director, officer, or member, except as reasonable compensation or reimbursement for services or expenses.

13.3 Filings. On dissolution, the officers will file articles of dissolution and any other required notices with the Wyoming Secretary of State and the applicable tax authorities.