ARTICLE III - Objectives
Section 1:
The objectives of the CIGA are:
a. To unite those engaged in all aspects of the interactive gaming industry; license holders and their service providers for the purpose of exerting a beneficial influence upon the industry and all related interests.
b. To promote and maintain the highest standards of conduct in the interactive gaming industry as expressed in but not limited to the CIGA Code of Conduct.
c. To provide a common medium for the general public and those engaged in the interactive gaming industry whereby their interests may be safeguarded and advanced.
d. To unite those engaged in the interactive gaming industry and thereby furthering their interests as well as the interests of the interactive gaming industry as a whole.
e. To designate, for the benefit of the public, those individuals and entities as licensed and prescribed individuals and entities who adhere to and are governed by the rules, regulations, and Code of Conduct established by CIGA.

ARTICLE IV - Membership
Section 1:
Membership shall be divided into two classifications:
1) Operator Members and 2) Non-Operator Members.
Section 2:
An Operator Member shall be:
An entity or its duly authorized representative or assignee, who shall be duly licensed or otherwise sanctioned, nationally or internationally, to own, operate and/or maintain an interactive gaming operation, including but not limited to a casino, sports book, lottery or bingo establishment, accessible through either public or private telephonic and/or electronic networks (internet, intranet or other electronic communications)
Section 3:
A Non-Operator Member shall be:
A. An entity who, while not directly engaged in the ownership and/or maintenance of a gaming operation, or the designing and development of gaming software and operations, is nevertheless a provider of services to either the gaming operator and/or software developer or the general public regarding the interactive gaming business; and
B. An entity that provides products and/or services integral to interactive gaming operations, including but not limited to gaming software designers and vendors; and
C. An entity that, while not currently qualifying as an Operator Member as defined above, contemplates owning and/or operating a gaming enterprise. The entity qualifying as a Non-operator Member under this provision may participate as a Non-operator Member until such time as the Non-operator Member shall be admitted as an Operator Member after review and approval of the Board of Directors.
Non-operator Members shall include prospective owner/operators who have not commenced operations or who may have temporarily suspended operations. Upon commencement or recommencement of operations, such Non-operator Member shall become an Operator Member, subject to the Board of Directors approval, or shall be reinstated to an Operator Member as appropriate, with all rights and obligations entitled to a Operator Member.
Section 4: Membership Resignation:
a. Resignation of members shall become effective when received in writing by the Board of Directors. If any member submitting the resignation is indebted to the Council for dues, fines, fees, or other assessments of the Council or the Council, or any of its services, departments, divisions, or subsidiaries, the Council shall condition the right of the resigning member to reapply for membership upon payment in full of all such monies owed.
b. In the event any member resigns, is dropped for nonpayment of dues, or otherwise terminated from membership, any pending disciplinary proceeding shall not be further processed, nor may a new disciplinary complaint be processed, but shall be held in abeyance until such former member has been reinstated, or otherwise becomes a member in good standing, at which time the matter will be processed.
Section 5: Declaratory Relief.
If the Board of Directors denies an application for membership or suspends or expels a member, it may specify that the denial, suspension or expulsion shall become effective upon entry of judgment in a suit by CIGA for declaratory relief declaring that the denial, suspension, or expulsion violates no rights of the applicant or member.
Section 6: Suspension, Revocation, or Non-Renewal of License.
a. An Operator Member of CIGA whose gaming license is either suspended, revoked, or not renewed for any reason by the Curacao Gaming jurisdiction, so licensing said firm or individual, shall notify CIGA of such action as soon as the licensee is so advised.
b. An Operator Member of CIGA whose license has been suspended or revoked is suspended from membership in the Association as of the date of such action by the licensing jurisdiction subject to the provisions of Article IV, Section 7. Said member shall be automatically reinstated upon license reinstatement by the Curacao licensing jurisdiction or issuance by a new licensing jurisdiction and upon payment of any delinquent CIGA dues.
c. An Operator Member of CIGA who fails to renew or possess a valid Gaming License shall be dropped from full membership subject to the provisions of Article IV, Section 7, and CIGA Membership rules and regulations.
d. Subject to the provisions of Article IV, Section 7 of these Bylaws and/or such other CIGA membership rules and regulations adopted in accordance with these Bylaws, any Member may be suspended and/or terminated from membership for just cause, including but not limited to any violation of these Bylaws, the Code of Conduct, and/or any rules and regulations rules adopted in accordance with these Bylaws.
Section 7: Right to Notice and Hearing before Suspension or Expulsion, or Other Termination.
Before any member is suspended or expelled, or otherwise terminated, pursuant to these Bylaws, or pursuant to any rules adopted in accordance with these Bylaws, the member involved shall be notified in writing at least 15 days prior to the suspension, expulsion, or termination of the reasons therefore. Such member shall be afforded a hearing not less than 5 days before the effective date of the suspension, expulsion, or termination, before an officer or body authorized to decide that the proposed suspension, expulsion, or termination not take place.

ARTICLE V - Qualification and Approval of Members
Section 1: Applications.
Application for membership shall be written on forms provided by the Association. The applicant shall apply for whatever classification meets the requirements set forth by the Membership Rules as adopted or amended by the Board of Directors.
Section 2:
All applications for membership shall be referred to the Membership Committee, established by the Board of Directors, for review pursuant to the Membership Rules and Regulations. After review, the Membership Committee shall report to the Board of Directors regarding the Committee's review, findings, and applicant's qualification for membership.
Section 3: Approval.
A Member applicant's name must be posted within CIGA for one week before being voted on by the Board of Directors. All applicants must complete the CIGA New Member Application and must agree to comply with these Bylaws, all Membership Rules and Regulations, and the CIGA Code of Conduct before being eligible for submission to the Board of Directors for final approval. A majority vote of the Directors present at a Board of Directors meeting is required for approval of a membership application.

ARTICLE VI - Privileges and Obligations of Members
Section 1: Operator Members.
a. Operator Members whose financial obligations to the CIGA are paid in full shall be entitled to: 1) full voting rights on all issues presented to the membership; 2) serve, if elected, on the Board of Directors of CIGA in any of the positions available; 3) hold office of the Association; and 4) attend all membership meetings and attend Board meetings upon request and invitation.
b. Operator Members have the primary responsibility to safeguard and promote the standards, interests and welfare of the CIGA and the Internet Gaming Industry.
Section 2: Non-operator Members.
a. Non-operator Members whose financial obligations to CIGA are paid in full shall be entitled to: 1) full voting rights on all issues presented to the membership; 2) serve, if elected, on the Board of Directors of CIGA in one of the 'Non Operator' positions available; 3) hold office of the Association; and 4) attend all membership meetings and attend Board meetings upon request and invitation.
b. Non-operator Members shall promote the interests and welfare of CIGA and the Internet Gaming Industry in Curacao.
c. Non-operator Members shall maintain the same high standards of ethical conduct in their relation to the Internet Gaming Industry as is required of Operator Members.
Section 3:
Only CIGA Members may use the term "CIGA MEMBER" or " CURACAO INTERNET GAMING ASSOCIATION MEMBER" which use shall be subject to the provisions of Code of Conduct.
Section 4:
As used herein, the term "Member" shall mean Operator Member and/or Non-Operator Member.
ARTICLE VII - Professional Standards and Arbitration
Section 1: Member Compliance with Policies, Rules and Regulations of CIGA.
It shall be the duty of every member of the CIGA to abide by these Bylaws and all other Rules and Regulations of the Association now in effect or hereafter adopted. Any member of the CIGA may be reprimanded, fined, placed on probation, suspended or expelled by the Board of Directors for a violation of these Bylaws or the CIGA Rules and Regulations. If a hearing is required, it shall be held in accordance with the CIGA Rules and Regulations now in effect or hereafter adopted.
All members shall be subject to discipline as described above, for any conduct, which in the opinion of the Board of Directors, reflects adversely on the industry or for conduct that is inconsistent with or adverse to the objectives and purposes of the Association.
Section 2: Member Discipline.
Any member of CIGA may be reprimanded, placed on probation, suspended or expelled, after a hearing in accordance with the established procedures of CIGA, for violation of these Bylaws, as from time to time amended, CIGA Rules and Regulations, and Code of Conduct.

ARTICLE VIII - Dues, Fees and Finances
Section 1: Application Fees.
Applicants for membership may be charged an application-processing fee. Such fees shall be determined or waived by the Board of Directors, and stated in the Membership Rules.
Section 2: Dues.
The annual dues of membership shall be such sums and amounts as may from time to time be set by the Board of Directors.
Section 3: Collection and Pro-ration of Dues.
The manner of collection and pro-ration of dues shall be set by the Board of Directors as amended from time-to-time in the Membership Rules and/or appropriate committee formats. In the event a member shall be suspended or expelled from membership pursuant to these Bylaws, as from time to time amended, CIGA Rules and Regulations, and Code of Conduct, such member shall not be entitled to a refund of any dues or fees paid to the Association.
Section 4: Finances.
The Board of Directors shall have the authority and responsibility to administer CIGA finances in accordance with good business practice and allocate funds of CIGA subject to the following limitations:
a. Any capital expenditure in excess of 5,000 Nafl (such sum to be adjusted from January 1, 2002 annually in accordance with the Bureau of Labor Statistics Consumer Price Index) shall require a two-thirds vote of the Board of Directors present at a regular or specially called meeting. Any capital expenditure of 5,000 Nafl or less (as adjusted above) shall require majority vote of the Board of Directors present at a regular or specially called meeting, or by a favorable vote of the members of the Special Capital Expenditures Committee, including but not limited to CIGA Chair, Vice Chair, Treasurer, and Finance Committee Chair.
Section 5: Financial Report.
The Treasurer shall make a financial report, in writing, to the Board of Directors for the fiscal year ending December 31 at the first regular meeting in April, copies of which shall be mailed to Members of the Association.

ARTICLE IX - Officers & Directors
Section 1: Board of Directors.
The government of CIGA shall be vested in a Board of Directors. There shall be five (5) Directors, three (3) shall be Operator Members, and two (2) shall be at-large Members (either Operator or Non-operator), nominated and elected as prescribed by the Bylaws. The Board of Directors shall have the absolute right of veto over policy decisions voted on by the general membership, however this veto will not apply where more than seventy five percent (75%) of the membership has voted in one direction. At such time, the expressed wish of the majority of members shall apply.
Section 2: Nominating Committee.
A Nominating Committee shall be established for the purpose of presenting to the membership qualified members as nominees for the Board of Directors. The Committee shall consist of such members in numbers and membership as the Board shall deem appropriate.
Section 3: Nominations.
a. Not less than 10 days nor more than 21 days prior to the Annual Election, the Nominating Committee's candidates for election to the Board of Directors shall be published by CIGA.
b. Members may also be nominated for the Board of Directors by petition. In order to qualify for the ballot, a petition nominee must obtain the signatures of 5% of individual Members in good standing as of April 1 on the petition form provided by the Association. The petition shall be filed with the Vice Chair not later than 12:00 noon (Eastern Time) 10 days after the publishing of the Nominating Committee's choice. Petitions may contain the name of only one nominee. Petition nominees will appear on the ballot along with all other nominees in random order, drawn by lot. The ballot shall also contain a place for write-in nominees and be mailed, or distributed by any other method deemed appropriate, by the Board of Directors, to all respective members at least ten days prior to Election Day.
Section 4: Election of Directors.
a. Election of Directors. The annual election day shall be the second Tuesday in July and shall be conducted by ballot. All members duly nominated, by the Nominating Committee or by petition duly presented and qualified, shall be listed on such ballot which shall be in a form prescribed by the Board of Directors and shall also provide for the ability to "write-in" candidates for available positions.
b. Each member shall have one vote for each Director position then being filled. Cumulative voting shall be permitted provided such method of voting is allowed by the laws of Curacao. Ballots containing votes in excess of the number permitted shall be deemed void and excluded from the vote tabulation.
c. If there are no petition or nominated candidates for the Board of Directors that exceed the number of vacancies available by the petition deadline, then those nominated by the Nominating Committee will be deemed duly elected and the election concluded.
d. The Directors shall serve a term of two years. The foregoing notwithstanding, for purposes of the initial election, the two (2) At-large members shall be elected for a term of one (1) year. Thereafter, commencing with the next annual election, elections will be held to fill the appropriate number of positions then available.
e. Ballots shall be counted by an Election Committee appointed by the Chair and approved by the Board of Directors who shall upon the conclusion of their ballot counting declare the elected Directors. The Election Committee, or such other party designated by the Board of Directors, shall qualify and tabulate all qualified ballots and thereafter announce the duly elected Directors. Candidates shall be listed in descending order based on the number of votes received. Successful candidates shall be determined by accepting that number of candidates with the highest number of votes equal to the specified number of Board positions available.
f. Tie votes will be broken, where necessary, by a subsequent electronic ballot, conducted and processed in the same manner and form as the original ballot, or such other method deemed appropriate by the Board of Directors, to be held as soon as practicable but no later then thirty (30) days following the election."
Section 5: Election of Officers.
Within ten days after the annual election, the new Directorate shall meet and elect a Chair, Vice Chair, Secretary, and Treasurer. Officers may be elected from members of the Board of Directors or the membership at large.
Section 6: Officers' Duties.
a. Chair: Subject to such supervisory powers as the board may give to the chair of the board, if any, and subject to the control of the board, the Chair shall be the general manager of the Council and shall supervise, direct, and control CIGA activities, affairs, and officers. The Chair shall preside at all members' meetings and, in the absence of the chair of the board, or if there is none, at all board meetings. The Chair shall have such other powers and duties as the board or the bylaws may prescribe.
b. Vice Chair: If the Chair is absent or disabled, the Vice Chair shall have all powers of and be subject to all restrictions on the Chair. The Vice Chair shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
c. Secretary: Book of Minutes. The secretary shall keep or cause to be kept, at CIGA's principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board, of committees of the board, and of members' meetings. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized, the notice given, the names of those present at board and committee meetings, and the number of members present or represented at members' meetings. The secretary shall keep or cause to be kept, at the principal office in Curacao, a copy of the articles of incorporation and bylaws, as amended to date.
Membership Records. The secretary shall keep or cause to be kept, at CIGA's principal office or at a place determined by resolution of the board, a record of the CIGA members, showing each member's name, address, and class of membership.
Notices, Seal, and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of members, of the board and of committees of the board required by these bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
d. Treasurer. Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of CIGA properties and transactions. The Treasurer shall send or cause to be given to the members and directors such financial statements and reports as are required to be given by law, by these bylaws, or by the board. The books of account shall be open to inspection by any director at all reasonable times.
Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of CIGA with such depositories as the board may designate, shall disburse CIGA funds as the board may order, shall render to the Chair, chair of the board, if any, and the board, when requested, an account of all transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
Section 7: Vacancies of Elected Officers
a. Chair. In the event of a vacancy in the office of Chair, the Vice Chair shall fill the remainder of the term of office.
b. Vice Chair: A vacancy in the office of Vice Chair shall be filled for the remainder of the term of office by a majority vote of the Board of Directors present at a regular meeting to be held no later than sixty (60) days from the date of the occurrence of the vacancy. This appointment shall be on an interim basis. The condition in Article IX, Section 5, which states, 'Further, the Vice Chair shall become Chair subject to election by the Directors, and based upon their determination of satisfactory performance by the Vice Chair during the preceding year, and in the absence of any unforeseen events,' shall not apply to the interim appointee.
c. Secretary: A vacancy in the office of Secretary shall be filled for the remainder of the term of office by a majority vote of the Board of Directors present at a regular meeting to be held no later than sixty (60) days from the date of the occurrence of the vacancy.
d. Treasurer: A vacancy in the office of Treasurer shall be filled for the remainder of the term of office by a majority vote of the Board of Directors present at a regular meeting to be held no later than sixty (60) days from the date of the occurrence of the vacancy.
Section 8: Vacancies of Directors.
Vacancies on the Board of Directors shall be filled by appointment by the Board of Directors for the remainder of the vacating Director's term.
Section 9: Indemnification of Officers and Directors.
The Association shall indemnify, defend and hold harmless any Director, Officer, agent or employee of the CIGA from any and all claims arising from any action taken by such Director, Officer, agent or employee on behalf of the Association and/or within the course and scope of the duties of said Director, Officer, agent or employee for and on behalf of the CIGA.

ARTICLE X - Meetings
Section 1: Installation Meeting.
The installation of Officers and Directors shall be held at an annual installation meeting each year, at a place and time designated by the Board of Directors.
Section 2: Annual Meeting.
Meeting of the entire membership shall be held at such times and places as may be determined by the Chair or Board of Directors but in no event less than once each calendar year. All members qualified to vote shall be notified by mail or email of date and business for which meeting is called, no less than ten (10) or more than ninety (90) days prior to the date of the meeting. Any decision made at the meeting without such prior notice shall not be final until confirmed at the next membership meeting.
Section 3: Petitioning for a Meeting Call.
The Board of Directors shall, within 20 days of receipt of a request by at least 15% of the voting members, make a call for a meeting to be held not less than 30 days nor more than 99 days after the receipt of the request. Voting members are those Members in good standing and qualified to vote, each of whom shall be entitled to inspect the membership list at reasonable times and on reasonable notice. The notice for the meeting shall set forth the date, time and place of the meeting and the purpose or purposes for which the meeting is called.
Section 4: Proxy.
Proxies held by duly appointed representatives shall be permitted for membership meetings upon proper qualification.
Section 5: Quorum.
a. Twenty-five (25) percent of the members of the CIGA in good standing and qualified to vote shall constitute a quorum for the transaction of business. The number necessary to establish a quorum shall be determined ten days prior to the date of the meeting.
b. In the event a General Membership meeting is adjourned for lack of a quorum, another meeting shall be held within 30 days of the date of the adjourned meeting. At such second meeting the number in attendance at the time of the transaction of any business shall constitute a quorum.
Section 6: Board of Directors' Time and Attendance.
The Board of Directors shall meet at regular periods. A Director who fails to attend three (3) meetings in a calendar year without being excused by the Presiding Officer with concurrence of the Directors may be removed by the Directors.
Section 7: Board of Directors Quorum.
Majority of the total authorized members of the Board of Directors, at a regular or special meeting, shall constitute a quorum for the transaction of business.

ARTICLE XI - Records and Reports
Section 1: Maintenance of Association Records.
The CIGA shall keep: (1) Adequate and correct books and records of account; (2) Written minutes of the proceedings of its members, board, and committees of the board; and (3) A record of each member's name, address, and class of membership.
Section 2: Members' Inspection Rights.
a. Membership Records. Unless the CIGA provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member:
1) Inspect and copy the records of members' names, addresses, and voting rights during usual business hours on five days' prior written demand to CIGA, which demand must state the purpose for which the inspection rights are requested; or
2) Obtain from the secretary of the CIGA, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be compiled.
3) The CIGA may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.
4) If CIGA reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.
Section 3: Maintenance and Inspection of Articles and Bylaws.
CIGA shall keep at its principal office, the original or a copy of the articles of incorporation and bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
Section 4: Inspection by Directors.
Every director shall have the absolute right at any reasonable time to inspect the CIGA books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

ARTICLE XII - Committees
Section 1: Size and Term.
Committees shall consist of such a number of members as the formats prescribe and shall be appointed by the Chair for specified terms or until their successors have been duly appointed and confirmed or until they are officially discharged.
Section 2: Duties.
Committees shall have such duties and functions as may be assigned to them by the Board of Directors.
Section 3: Appointment.
The Chair shall appoint those committees necessary to achieve the goals of CIGA subject to affirmation by the Board of Directors by a vote of a majority of Directors then in office. The incumbent Chair shall make appointments to the Council's Standing Committees, subject to affirmation by the Board of Directors.
Section 4: Actions.
All actions of committees shall be subject to the approval of the Board of Directors.

ARTICLE XIII - Fiscal Year
Section 1: Fiscal Year
The CIGA fiscal year shall be the calendar year.

ARTICLE XIV - Rules of Order
Section 1: Roberts' Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the CIGA, its Board of Directors and committees, in all instances wherein its provisions do not conflict with these Bylaws.

ARTICLE XV - Amendments
Section 1: These Bylaws may be amended by two-thirds vote of those members present, in good standing, and qualified to vote at a membership meeting called for that purpose provided such amendments are plainly stated in the call for the meeting at which they are to be considered. Notice shall be given in writing not less than fourteen days in advance of the meeting.
Section 2: Amendment Upon Majority Vote of Membership. These Bylaws may also be amended by a two-thirds majority vote of the membership qualified to vote.

ARTICLE XVI - Dissolution
Section 1: Upon the dissolution or winding up of the affairs of CIGA, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to the Association or, within its discretion, to any other non-profit tax exempt organization.