Bylaws of the Philadelphia Chapter of the International Game Developers Association ARTICLE I: PURPOSE Section 1. Purpose. The purpose of the Philadelphia Chapter of the International Game Developers Association ("Chapter") is to serve the developer community of the greater Philadelphia area and support the mission of the IGDA. The Chapter shall seek to connect members with peers, promote education and professional development, provide local outreach, and act as an advocate on issues affecting the community. ARTICLE II: MEMBERSHIP Section 1. Chapter Members. Members of the IGDA in good standing who identify Philadelphia as their local Chapter shall be considered Chapter Members. IGDA Members from other Chapters shall enjoy full rights and privileges as Chapter Members with the exception of participation in Chapter votes. Section 2. Student Members. Student Members of the IGDA in good standing who identify Philadelphia as their local Chapter may participate in Chapter activities, and shall enjoy rights and privileges of membership however Student Members may not vote in IGDA HG, Chapter or SIG elections. Section 3. Non-Members. Those who do not maintain an IGDA Membership may participate in Chapter activities subject rules and restrictions prescribed by Chapter Officers. Under no circumstances shall Non-Members be entitled to any voting rights, and under no circumstances shall Non-Members be represented as Chapter Members nor included in any funding qualifications. Section 4. Votes. Subject to Quorum and Notice requirements all Chapter Members shall be entitled to vote on a) the election of officers b) amendments to the bylaws, c) dissolution of the Chapter, and d) any matter of importance Chapter Officers may choose to bring before the Membership. Such votes shall occur at Membership Meetings and shall be conducted in accordance the procedures adopted by the Officers. Voting on all other matters is expressly reserved for the Officers. Each individual Chapter Member in good standing shall have one vote and no Member shall be entitled to cumulative votes. Section 5. Membership Meetings. There shall be at least one annual meeting of the Chapter Membership at such date, time and place, as the Officers shall determine. Additionally, special meetings of the Membership may be called by the Officers or upon the request of twenty-five (25) percent of the Members. Section 6. Notice. Members shall receive not less than Thirty (30) days prior notice of any Membership Meeting. A combination of group e-mail, social media announcements, and postings on Chapter web-pages to be

determined by the Board of Directors shall be considered sufficient notice for these purposes. Section 7. Quorum. A quorum for any Membership Meeting shall consist of the total voting Chapter Members present at that meeting. A majority of the votes cast at a Membership Meeting at which a quorum is present shall constitute an Action of the Members. ARTICLE III: Board of Directors Section 1. Officers. Board of Directors shall be comprised of the Officers of the Chapter, who shall supervise and control the business, property, and affairs of the Chapter, except as otherwise provided by IGDA rules. Chapter Officers shall be elected by an Action of the Members. Section 2. Qualification. To be eligible to for an Officer post, an individual must be a member of the IGDA in good standing for not less than one (1) year prior to the time of election. Eligibility criteria may be waived upon request by consent of IGDA HQ. Section 3. Term. Officers shall serve for a term of two (2) years from their Election. There shall be no limit on the number of terms for which an Officer may be elected. Section 4. Number. At all times there must be a minimum of two (2) serving Officers. Vacant Officer positions may be added or removed at will by an Action of the Board of Directors Officers and filled by an Action of the Members. Section 5. Offices. Per IGDA rules the Offices of Chair, Vice-Chair, Secretary and Treasurer shall be assigned among the Officers. An Officer may assume more than one Office, however under no circumstances shall the Chair and Vice-Chair offices be held by the same Officer. Officers my have such additional titles, offices, and responsibilities as the Board of Directors may deem necessary. Each Office may be assumed voluntarily with the consent of the Officers or by an Action of the Board of Directors. Section 6. Chair. A Chair shall be elected by a Board of Directors Vote. The Chair or the assignee of the Chair shall preside over Board of Directors Meetings. The Chair shall be non-voting in Board of Directors Votes, except the Chair shall cast the tie-breaking vote in the event of a tie. The Chair may sign contracts or other instruments, which an Action of the Board of Directors has authorized to be executed. All contracts must specify that said contract is entered into with Chapter and not the IGDA unless expressly authorized by the IGDA Board of Directors. Section 7. Board of Directors Votes. Subject to Quorum and Notice requirements all Officers (except the Chair) shall be entitled to vote on a) assignment of Chair, b) any usage of the Chapter brand, c) the addition or deletion of Officer positions, d) the duties and delegated authority of Officers and Members, and e) any matter of importance that twenty-five (25)

percent of the Officers expressly request be put to a vote. Such votes shall occur at Board of Directors Meetings or by Written Vote in accordance the procedures adopted by the Officers. Each Officer in good standing shall have one vote and no Officer shall be entitled to cumulative votes. Voting by proxy shall not be permitted. Section 8. Board of Directors Meetings. Board of Directors Meetings shall occur at such date and time as the Board of Directors shall determine. Board of Directors Meetings may be called by the Chair, the assignee of the Chair, or upon the request of twenty-five (25) percent of the Officers. Board of Directors meetings may occur by the mean prescribed by the Board of Directors including, without limitation, electronic, telephonic or asynchronous means. Section 9. Written Votes. Board of Directors Votes may occur by written means including, without limitation, e-mail, SMS, or private social media. Written votes may be called by the Chair, the assignee of the Chair, or upon the request of twenty-five (25) percent of the Officers. For a Written Vote 1) the matter for vote must be clearly communicated in sufficient detail for an informed decision, 2) communicated to all Officers, 3) with clear instructions as the means of response; additionally 4) sufficient time must be permitted for response as detailed in Notice Section and 5) a record shall be kept of all responses and 6) such record made available for review by the Officers. Section 10. Notice. Officers shall receive not less than fifteen (15) days prior notice of any Board of Directors Meeting. Officers shall receive not less than fifteen (15) days for response from the communication of any Written Vote. A combination of group e-mail, social media announcements, and postings on Chapter web-pages to be determined by the Board of Directors shall be considered sufficient notice for these purposes. Section 11. Quorum. A quorum shall require at minimum the presence of or responses from a simple majority (fifty percent plus one) of the Chapter Officers. A quorum may be achieved in person by electronic or telephonic means. If a quorum is achieved, the majority of the votes cast shall constitute the action of the Officers. Section 12. Delegation. Board of Directors may delegate or rescind independent authority to an Officer, Office, Committee, or Member to act with independent discretion. At all times delegee must act a) within the scope of the delegated authority, b) consistent with IGDA Rules and values. Section 13. Code of Ethics. Officers are committed to conducting themselves in accordance with ethical and professional standards, and therefore shall behave in conformance with the IGDA Code of Ethics. Section 14. Resignation. Any Officer may resign at any time upon notice to the Chair. Such resignation shall take effect at the time specified in the notice, or if no time is specified, immediately.

Section 15. Removal. Any Officer may be removed from their position, with or without cause, by a Action of the Board of Directors. Additionally, an Officer shall be removed automatically should they be found culpable for any fraud, deception, act of moral turpitude, or violation of the IGDA Code of Ethics. Section 16. Conflicts of Interest. In the event that any Officer has a conflict of interest that might properly limit such officer’s fair and impartial participation in Officers deliberations or decisions, such director shall inform the Board of Directors as to the circumstances of such conflict and abstain from any associated Officers vote. "Conflict of interest," as referred to herein, shall include but shall not be limited to, any transaction by or with the Chapter in which a director has a direct or indirect personal interest, with an organization with which the member has a position, personal allegiance, or position, or any transaction in which a officer is unable to exercise impartial judgment or otherwise act in the best interests of the Chapter. ARTICLE IV MISCELLANEOUS PROVISIONS Section 1. Finances. Chapter shall handle any monies and accounts in accordance with the guidance of the IGDA including any applicable reporting and tax filing. If necessary Chapter may fund events and functions utilizing relationships with sponsor entities. Section 2. Private Inurement. No part of the net income or assets of this Chapter shall ever inure to the benefit of any director, officer or to the benefit of any private persons. Section 3. Reporting. Per IGDA Rules Board of Directors shall report quarterly to IGDA HG at [email protected] with the following

information: 1. Subject Line: IGDA [CHAPTER NAME] Quarterly Report for [DATE] 2. Chapter’s main contact (if not the coordinator), and any Board of Directors changes 3. How many times met and types of activities held the past quarter 4. Average # of attendees (or best guess) 5. List of chapter sponsors and the main contacts 6. Any additional information or feedback for IGDA HQ Section 4. Non-Discrimination. Under no circumstances shall discrimination, insult, or threat to anyone whatsoever on the basis of race, gender, creed, age, sexuality, family status, disability, or national origin be tolerated. Section 5. Indemnification. Unless otherwise prohibited by law, the Chapter shall indemnify, to the extent of insurance coverage, any Officer against any and all expenses and liabilities incurred in connection with any act or omission made in good faith within the scope of their responsibilities and in a manner he or she reasonably believed to be in the best interests of Chapter and, in the case of a criminal proceeding, had no reasonable cause

to believe conduct was unlawful. Section 6. Amendment. These Bylaws may be amended or new Bylaws adopted by an Action of the Members and subsequent approval by IGDA HQ.