BY-LAWS OF MINNESOTA OPERATORS OF MUSIC AND AMUSEMENTS

ARTICLE I - MEMBERSHIP AND DUES

A. Classes of Members.  The association shall have four (4) classes of members.  The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

1. Active Members: Persons who are regularly engaged in some phase of the amusement device industry, and who have made definite contributions to the industry.

2. Life Members: Any member in good standing who has retired from the active conduct of some phase of the amusement device industry shall be exempt henceforth from the payment of dues and still retain all of the rights of active membership.

3. Honorary Members: Persons whom the association on occasion may recommend to the membership for election to "honorary membership" as individuals who have made a special contribution to the advancement of the welfare of the association.  Honorary members shall have all the rights and privileges of this association except that they shall not vote or hold office.

4. Associate Member: Other persons may be admitted to associate membership in the same manner as provided hereinafter for admission to active membership.  Associate members shall not have voting privileges.  The Board of Directors shall have the right by resolution to establish categories of associate members and to set the rights and privileges of such members.

B. Admission to Membership.

1. Application: Application for membership shall be made in writing on a form prescribed by the Board of Directors.  The application shall include in addition to such other matters as the Board may determine, and undertaking by the applicant to comply with and be bound by the articles of incorporation, these by-laws and amendments thereto, and the policies, rules and regulations at any time adopted by the association in accordance with these by-laws.  All applications shall be acted upon promptly by the Board of Directors.

2. Action by Board of Directors: Investigation shall be made by the Board of Directors as to the competence, integrity and qualifications of each applicant for membership; whether admission will further the purpose of the association; and which class of membership he should occupy.  The Board may prescribe forms and exhibits to be submitted by applicants.  Sponsorship by signature of two members may be required on each application.  Upon a favorable vote of a majority of the Board, the applicant shall be admitted to the appropriate class of membership.  A decision of the Board may be presented to the general membership of the association at any regular or other meeting thereof but the decision of the Board shall not be reversed except by a vote of two-thirds (2/3) of the general membership present in favor of such reversal.

C. Term of Membership and Resignation.  Membership in the Association shall begin on the first day of February and end on the last day of January.  Resignations shall be made in writing to the secretary of the association, and if not received prior to December 1st, the member shall be liable for dues of the ensuing year.

D. Suspension or Expulsion.  A member may be suspended or expelled for cause including, but not limited to, violation of the by-laws or rules of the association, conduct prejudicial to the best interests of the association, or nonpayment of dues.  Such suspension or expulsion shall be by two-thirds (2/3) vote of the membership of the Board of Directors, in attendance, provided that a statement of the charges shall have been mailed by registered letter to the member under charge at the last reported address, at least ten (10) days before final action is taken thereon.  The statement shall be accompanied by a notice of the time when, and the place where, the meeting is to be held to take action in the premises, and that such member shall be given an opportunity to present a defense at the time and place mentioned in the notice.

E. Dues.  The annual dues for members of the association shall be determined each year by the Board of Directors for each class of membership except life members and honorary members, and shall be based on the annual budget required to operate the association each year.

ARTICLE II - MEETINGS

A. Annual Meeting.  The annual meeting of the members of this association shall be held annually, at a time and place to be designated in the notice of meeting, for the purpose of transacting such business as may be brought before the meeting.

B. Other Meetings.  Upon order of the Board of Directors, the President shall call such other meetings as are deemed necessary for the transaction of business of the association.

C. Notice.  It shall be the duty of the Secretary to send notices in writing to all members of the association whose names appear on the rolls of the association, not less than ten (10) days prior to the date of such meetings.  The purpose or purposes of special meetings shall be stated in the notice.  Notices of regular meetings shall state any unusually important business to be transacted.

D. Parliamentary Procedure.  On questions of parliamentary procedure, not covered by these by-laws, Roberts Rules of Order, Newly Revised, shall prevail.

E. Quorum.  At any meeting of members, twenty-five percent (25%) of the active members of the association must be present in person for the transaction of business.

F. Voting.  Each member or company, in good standing, shall have one vote.  Voting by proxy is prohibited.

ARTICLE III - DIRECTORS, OFFICERS AND COMMITTEES

A. Directors.

1. General Powers:  The affairs of the association shall be managed by its Board of Directors.  The directors shall form committees and supervise and assist the officers and committeepersons in the conduct of the affairs of the corporation.

2. Number:  The number of directors shall be not less than seven (7) nor more than fifteen (15) and the number of directors shall be determined from time to time by the members of the association.  The officers of the association are members of the Board of Directors, and shall be counted as such for purposes of this section.

3. Quorum:  One-third (1/3) of the elected directors shall constitute a quorum; for any committee, a majority of the members thereof, shall constitute a quorum.

4. Meetings:  Meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors upon five (5) days written notice.

5. Proxy voting:  Voting by proxy is prohibited.

B. Officers.  The officers of the association shall be a President, a Vice President, a Secretary, and a Treasurer, and the Immediate Past President.  Effective with March 1, 1986 or the date of the annual meeting, which ever shall first occur, the officers of the association shall be elected from the ranks of those operator members who are directly involved in the day to day operation of coin operated equipment.

1. President:  The President shall preside at all meetings, and shall perform all other duties as are incident to the office or are properly required of the office by the Board of Directors.

2. Vice President:  The Vice President shall perform the duties of the President in the latter's absence or inability to discharge the functions of the office.

3. Secretary:  The Secretary shall be responsible for the recording of all proceedings of the meetings of the association, including meetings of the Directors and the annual and special meetings of the association; for the maintenance of all records of the association; for supervising all association publications; for conducting the routine daily business of the association; and for such other duties as the President and directors may prescribe.

4. Treasurer:  The Treasurer, or a board designee, shall assure that all the funds and securities of the association are deposited in the name of the association in such bank or banks as the directors may elect.  The Treasurer, or the board designee, shall sign all checks, drafts, notes and orders for the payment of money and shall pay out and dispose of the same under the direction of the President.  The Treasurer shall at all reasonable times exhibit the books and accounts to any director or member of the association upon application at the office of the treasurer during business hours.  The treasurer shall make a report to the Board of Directors and the members at the annual meeting of the association.

5.  Immediate Past President:  The immediate past president shall serve as an officer of the association and perform such duties as the Board may authorize or direct.

C. Committees.  The President and the Board of Directors shall have the power to create such committees as shall be deemed necessary.

D. Executive Committee.  The Board of Directors may designate the Officers of the Association to serve as an executive committee with the power to act in all matters of interest to the Association during periods between meetings of the Board of Directors.  The board shall place such limits upon the powers of the executive committee as it deems appropriate.

E. Term of Office - Officers.  The term of office shall run from one annual meeting to the following annual meeting.  No officer shall be elected to more than two (2) consecutive terms in the same office.

F. Term of Office - Directors.  All directors other than officers of the association shall hold office for a term of three (3) years and shall serve until such time as a successor is qualified at the third annual meeting following their election.  No Director, not an Officer, shall be elected to the Board for more than one (1) term.

G. Immediate Past President - Term of Office.  The immediate past president shall automatically assume the position as an officer and member of the Board of Directors upon the election of a successor, and shall serve in such capacity until a successor is so qualified.

H. Removal.  An officer, director or committeeperson may be removed from office, with or without cause, by the vote of not less than two-thirds (2/3) of the members present at a members' meeting, provided notice of such proposed action shall have been given in the notice of the meeting.  The officer, director or committeeperson involved shall be afforded an opportunity to be heard at such meeting.  Any vacancy created by the removal of a director shall be filled by the vote of the members, which may be taken at the same meeting in which such removal shall take place.

I. Filling a Vacancy.  Except as provided in cases of removal, in the case of any vacancy on the Board of Directors or any officer or committee through death, resignation, disqualification, or other cause, the President may appoint with the approval of the Board of Directors, a successor to hold office for the unexpired portion of the term of the officer, director or committeeperson whose place shall be vacant.  In the event the President shall fail to appoint and/or gain approval of the appointment, the Board of Directors, by affirmative vote of the majority, may elect such successor.

J. Elections.  Election of officers and directors of the association shall be by open ballot of all the members present at the annual meeting of the association, unless any member present shall request an alternative form of balloting.  Only those members of the association in good standing shall be eligible to vote or to stand for election at such meeting.

K. Honorary Directors.  The Board of Directors may appoint for such term of office as the Board deems appropriate as an honorary director any member of the association who in the judgment of the Board has made or has the ability to make a special contribution to the advancement of the welfare of the association.  Such honorary directors may attend and be heard at all Board meetings but shall not have a vote at such meetings.

ARTICLE IV - INDEMNIFICATION OF OFFICERS AND DIRECTORS

1. Subject to the five conditions hereinafter set forth, MOMA shall indemnify any officer or director who is made or is threatened to be made a party to a proceeding by reason of the former or present service of the person as an officer or director against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the officer or director in connection with the proceeding, if, with respect to the acts or omissions of the officer or director complained of in the proceeding, the officer or director:

A. has not been indemnified by another organization, including an employee benefit plan, for the judgments, penalties, fines, settlements, and reasonable expenses, including attorneys' fees, for which indemnification is sought;

B. the officer or director has acted in good faith;

C. the officer or director received no improper personal benefit, and was not involved in a conflict of interest as specified in Minn. Stat. Sec. 302A.521;

D. in the case of a criminal proceeding, the officer or director had no reasonable cause to believe the conduct was unlawful;

E. the officer or director reasonably believed that the conduct was in the best interests of the corporation or, if the act or omission occurred in the performance of duties for another organization or employee benefit plan, that the conduct was not opposed to the corporation's best interests.

2.  The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere does not, of itself, establish that the above conditions were not met.

3.  An officer or a director can request payment or reimbursement prior to the final resolution of a proceeding by stating in writing to the corporation that such officer or director possesses a good faith belief that the five conditions have been fulfilled and that all amounts so paid will be reimbursed if it is ultimately determined that the conditions have not been met.

4.  All determinations as to whether the five conditions have been satisfied, or whether an officer or director is entitled to advance payment or reimbursement, are to be made in the following manner and order:

A. By the Board by a majority of a quorum.  Directors who are at the time parties to the proceedings are not to be counted for purposes of determining either a majority or a quorum.

B. If a quorum of the Board cannot be obtained, by a majority of a committee of the Board.  The committee is to be authorized to make such determination by a majority of the full Board, including directors who are parties.  The committee is to consist of two or more directors who are at the time not parties to the proceedings.

C. If a determination is not made under one of the two above methods, then by special legal counsel.  Such counsel is to be selected either by a majority of the Board or a committee by vote pursuant to one of the above two methods.  If a quorum of the full Board cannot be obtained and the committee cannot be established, such counsel is to be selected by a majority of the full Board, including directors who are parties to the proceedings.

D. If either a determination is not made under one of the three above methods within sixty (60) days after the termination of the proceeding, or a determination is not made after an officer or a director has requested advance payment or reimbursement, then it shall be by Court in the State.  The Court may be the same Court that heard the proceeding.

E. If an adverse determination is made under one of the first three methods, an officer or director may petition a Court in this State to reverse the determination.

5. The Board of Directors of MOMA has the authority to adopt, by resolution, a limit on the amount of indemnification that may be provided for any one officer or director, or for officers or directors as a whole.  Upon the adoption of such resolution, the liability of MOMA under the indemnification provisions of this Bylaw shall be fixed and limited to the amounts set forth in said Resolution.  Said Resolution may be amended by a majority vote of the Board of Directors of MOMA, provided that such Amended Resolution shall have been adopted prior to the occurrence of any act or omission giving rise to the claim by an officer or director for indemnification as provided for in these Bylaws.

ARTICLE V - AMENDMENT

These by-laws may be amended, repealed, or altered, in whole or in part, by a two-third (2/3) vote of the members present at any regular meeting, or any special meeting where such action has been announced in the call and notice of said meeting.