Version 5 - February 1991

Version 5 incorporates amendments passed in January 1991.

Version 4 incorporated amendments passed in April 1988 and December
1988.

Version 3 was passed by the membership in June, 1987. Version 3 was
drafted by Bob Tolz [70475,1071] after consultation with the
Membership in formation, with special thanks to Nelson Ford, Barry
Simon, Joan Friedman, Neil Rubenking, Howard Benner, Peter
Fletcher, Steve Schauer, John Friend, Bob Foster, Marshall Magee,
Karl Brendel and Jim Button for their contributions.

BYLAWS OF ASP, INC.

ARTICLE 1:  Object of Corporation

  Section 1.   This Corporation is created by its Members for the
               following purposes:

ASP, the Association of Shareware Professionals, was formed in
April 1987 to strengthen the future of shareware (user supported
software) as an alternative to commercial software. Its members,
all of whom are programmers who subscribe to a code of ethics or
are non-programmers sincerely interested in the  advancement of
shareware, are committed to the concept of  shareware as a method
of marketing.

ASP's primary goals are:

o To inform users about shareware programs and about shareware as
a method of distributing and marketing software;

o To encourage broader distribution of shareware through user
groups and disk dealers who agree to identify and explain the
nature of shareware;

o To assist members in marketing their software;

o To provide a forum through which ASP members may communicate,
share ideas, and learn from each other; and

o To foster a high degree of professionalism among shareware
authors by setting programming, marketing and support standards for
ASP members to follow.

Section 2. The purpose 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 non-profit 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.

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, in the judgment of the Board of Directors, is
and remains a shareware professional, as that  term may be defined
by the Board of Directors after consultation  with the Membership.

(b) That the Member pay and remain current in the payment of dues,
fees and assessments.

(c) That the Member agrees to abide by and continues to abide by
the published standards of the Corporation for the development and
distribution of shareware.

(d) Co-authors of a single shareware product one of whose  authors
is a member of ASP may apply to be "CoAuthor Members". Such members
shall not have a vote, may not run for the the Board  of Directors,
or serve as Officers, shall not pay dues and shall  not recieve
notification of meetings. They may take part in  discussions in the
continuous meeting and may describe themselves  as ASP members in
connection with products coauthored with a  regular member. Nothing
in this paragraph shall be construed to  prohibit each co-author
from separately becoming regular Members.

(e) Members who are not authors of shareware products  shall be
"Associate Members". Associate Members shall be permitted  access
to meetings of Members and may be heard thereat, but they  shall
not be entitled to vote on any matter. Dues, fees and  assessments
for Associate Members may be set differently from dues,  fees and
assessments for other Members. Associate Members shall  not be
eligible to become directors.

(f) Individuals shall become Associate Memebers only by  explicit
invitation of the Board of Directors or by a membership  committee
to which the Board of Directors chooses to delegate this 
authority.

(g) Associate members must pay and remain current in the  payment
of dues, fees and assessments to continue as Associate  members.

(h) At any time, the Board Directors by a 2/3 majority  vote may
terminate the membership of any Associate member. This  authority
may not be delegated.

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. Promulgation or amendment of standards shall
require a two-thirds majority vote at an annual or special meeting
of the Membership.

Section 4. A Member shall be dismissed from Membership upon the
failure of the Member to meet any Membership criterion. 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.
The procedure for dismissal shall be as follows. If the Board of
Directors determines that there is reasonable cause to believe that
the Member fails to meet any Membership criterion, it shall provide
notice of such failure to the Member. The Member shall have 15 days
from the date notice is given to respond to such notice. Following
the Member's response, if any, the Board of Directors shall make a
factual determination and shall take such action with regard to
Membership as it, in its sole discretion, deems to be required.

Section 5. A Member may resign from Membership at any time and
shall be required to do so if such Member is not able to or does
not wish 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, and may
be modified from time to time, 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. A Member of the Board of Directors must be
a Member of the Corporation who is not an  Associate Member or a
CoAuthor Member.

Section 2. There shall be six (6) Members of the Board of
Directors.

Section 3. The term of office of each Member of the Board of
Directors shall be two (2) years commencing on January 1 following
the date of election.

Section 4. Members of the Board of Directors shall be eligible for
reelection.

Article 4: Meetings of Members

Section 1. Continuous meetings of the Members of the Corporation
shall take place on an electronic forum such as Compuserve or such
other forum as may be selected by the Board of Directors after
consultation with the Membership. Wherever in these bylaws the
Board of Directors is required to consult with the Membership, it
shall be sufficient if the Board consults with the Membership
electronically in such continuous meeting. No votes may be taken at
such continuous meetings, other than unofficial votes for the Board
to obtain the sense of the Membership and other than votes under
the provisions for special meetings set forth below.

Section 2.  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 at such special meeting. No
business may come before a special 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. The Board of Directors
may establish a procedure to permit Members who are not present to
participate in the annual meeting by written or electronic proxy.

Section 3. 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. 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 shall be conducted electronically and
shall be chaired by the President of the Corporation pursuant to
the procedure set forth in Article 5.

Section 4. 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 5. At all meetings, a quorum shall consist of those persons
who have cast their votes at such meeting.

Section 6. 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 7. Members who are unable to attend an annual meeting may
send in a written or electronic proxy to the Secretary on the
matters on the agenda, appointing the Board of Directors to cast
votes for such Member in a manner specified in such proxy.

Section 8. The President shall chair all meetings. In the absence
of the Prsident, 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 9. 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.

Section 10. Associate Members shall be entitled to notice  of
meetings and shall be entitled to be heard thereat. However, 
Associate Members shall not be entitled to vote on any matter.
CoAuthor members shall not be entitled to notice or to vote but 
may speak at meetings. Whereever in this Article reference is  made
to action by the Membership, such reference shall be construed  to
mean Members other than Associate or CoAuthor Members.

Article 5: Procedure for Special Meetings

Section 1. Special meetings shall take place on a continuing daily
basis via computer telecommunications on a bulletin board system
("BBS") chosen by the Board of Directors.

Section 2. Only the Chairman of the Board of Directors or the
President may call for an end of discussion and for a vote on a
proposal and such call shall constitute the beginning of the
"voting period".

Section 3. Each Member shall have one vote, except that Members of
the Board of Directors shall not have the right to vote on matters
concerning the exercise of their functions.

Section 4. A proposal shall be open for voting until either
accepted or rejected by a simple majority of a quorum of the
Membership or until the voting period has expired, except as to any
requirements for a super-majority vote specifically set forth in
these bylaws.

Section 5. The voting period shall be a minimum of 48 hours. If
less than one-third of the Membership has voted within such period,
then the voting period shall be extended until one-third of the
Membership has voted or 168 hours have elapsed from the beginning
of the voting period, whichever comes first.

Section 6. A proposal shall be accepted or rejected based on a
simple majority of the votes of the quorum, except as to any
requirements for a super-majority vote specifically set forth in
these bylaws.

Section 7. In lieu of voting on the BBS, a Member may send in a
written vote to the Secretary and it shall be counted if received
during the voting period.

Section 8. Should the BBS which is normally used for meetings be
unavailable to the general Membership for 6 or more continuous
hours during the voting period, the voting period shall be extended
for an additional 24 hours.

Section 9. The rights of Associate and CoAuthor Members at Special
Meetings shall be governed by Article 4, Section 10.

Article 6: Election of Directors and Officers

Section 1. The Directors of the Corporation shall be elected at a
special meeting which shall be called by the Secretary of the
Corporation not later than December 1 of each year. The term of
office shall be as set forth in Article 3, Section 3.
Notwithstanding the foregoing, at the first election of the Board
of Directors by the Membership, the three Directors with the
greatest number of votes shall serve for a period commencing with
the date of election and ending with the second January 1 following
election, and the three Directors with the least number of votes
shall serve for a period commencing with the date of election and
ending with the first January 1 following election.

Section 2. The Members of the Board of Directors shall elect a
Chairman of the Board of Directors at any meeting of the Board. The
duties of the Chairman shall be to chair all meetings of the Board
of Directors and to provide guidance and leadership for the
Corporation and its Membership.

Section 3. If a vacancy occurs among the Board of Directors, the
Secretary of the Corporation shall call a special meeting for the
purpose of filling the vacancy.

Section 4. Following the election of Directors, the Directors shall
elect from the Members a President, a Vice-President, a Secretary
and a Treasurer, who shall serve at the pleasure of the Board of
Directors.

Section 5. If a vacancy occurs among the Officers, the  vacancy
shall be filled by the the Board from a member who is not a 
CoAuthor Member or Associate Member.

Article 7: Duties of Officers

Section 1. The President shall preside at all meetings of the
Corporation and shall have the right to vote at such meetings. In
the case of a tie the President shall have the power to cast two
votes to break the tie. The President and the Secretary shall sign
the record of meetings and shall act as the chief executive Officer
of the Corporation. The President may establish committees and
shall appoint chairmen of such committees. The President shall act
as chief executive Officer of the Corporation, 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.

Section 2. In the absence of the President, the Vice-President
shall perform the President'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.

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.

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 carriying out of the
Corporation's objectives; and to make the 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. All action of the Board shall be taken by majority vote
of a quorum. A quorum of the Board shall consist of four Members of
the Board.

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 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 to a non-profit fund, foundation
or Corporation which is organized and operated exclusively for
educational or charitable purposes and which has established its
tax exempt status under Section 501(c)(3) of the Internal Revenue
Code of 1986, as the same may be amended from time to time. If the
Corporation holds any assets outside the state of its inCorporation
they shall be disposed of in such manner as may be necessary by a
decree of a court of competent jurisdiction in accordance with the
laws of such jurisdiction

Article 11: Notices and Communications

Section 1. All notices or communications required or permitted
hereunder may be mailed through the United States Post Office or by
electronic means to their last known addresses as shown in the
records of the Corporation, and proof of such mailing by return
receipt or electronic acknowledgment shall constitute presumptive
evidence of such mailing thereof.

Article 12: Amendments

Section 1. These bylaws may be amended only by a two-thirds
majority vote of a quorum present in person or by proxy at an
annual or special meeting of the Corporation, provided that notice
of the purport of any proposed amendment has been stated in the
call for the meeting. The Secretary shall be required to provide
notice of any such amendment if any Member so requests at least
five days prior to the mailing of notices.

Article 13: Fiscal Year

Section 1. The fiscal year of the Corporation shall be as
determined by the Board of Directors.
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