WHEREAS, the members of the association to be known as Small Business in Telecommunications (hereinafter "SBT") desire to join together for their mutual benefit to assure opportunities and advantages for small business in telecommunications through promotion of a free market system for the purpose of serving the public's demand for service from local operators and maintaining the competitive strength of its members; and

WHEREAS, the members have determined that SBT shall be a nonprofit association in accord with all relevant laws and statutes which now exist, however, SBT may engage in profitable activities for the sole purpose of creating revenues for SBT and its membership; and

WHEREAS, the members have decided to operate SBT employing the manners and procedures contained herein, which might be amended from time to time in accord with the procedures stated herein; and

WHEREAS, each person, entity or group which becomes a member of SBT agrees to be bound by these bylaws for all purposes related to their representation, activities, rights and duties arising out of participation;

THEREFORE, these bylaws are hereby created for the express purpose of articulating the rights and duties of SBT members and binding all members of SBT to the terms and conditions stated herein.

I. MEMBERSHIP: Any and all persons may join SBT, provided however, that a person's entrance into SBT's membership roles shall not alone entitle such person to vote on SBT matters or serve as an officer or serve on the Board of the organization. SBT shall not discriminate against any person wishing to join on the basis of race, religion, creed, color, sex or national origin. It shall be deemed a violation of these bylaws for any member to suggest, forward through others, or attempt to limit the ability of any person, group or entity to join SBT. Accordingly, SBT shall attempt to expand and gain as many members as is reasonably possible.

A. Upon request by the affected member, an individual may be listed as a member of SBT, without regard to their employment, affiliation, relationship or obligation to other members, and shall be entitled to all rights, benefits and duties which are given or expected from corporate members.

Notwithstanding the foregoing, it shall be deemed a violation of these bylaws to employ membership as an individual to obtain voting rights which, but for application as an individual, would have been denied in accord with these bylaws to any such individual via their employment or ownership in an entity which is not eligible for membership voting rights.

B. All voting members shall be entitled to serve as officers, board members or in any capacity which is created by all such selection criteria for such positions created hereby, provided however, that a person's service as General Counsel shall be limited to persons who are attorneys at law, licensed to practice in accord with the laws of the United States and individual jurisdictions.

C. Nothing contained herein shall be deemed a limitation on membership by citizens of foreign countries, except foreign members shall not receive any greater voting rights than any citizen of the United States and shall be wholly subject to the limitations on member voting rights contained herein.

II. VOTING MEMBERS: All members, except those described below within Article III as nonvoting members shall be entitled to vote on any and all matters which procedures contained herein provide for vote by the general membership.

At the discretion of the Board and in accord with the procedures contained herein, such voting may be in person or by mail or by proxy or by any other reasonable method which is deemed to be fair and representative of the membership. Only voting members shall be allowed to serve as Board members or as an officer of SBT.

III. NONVOTING MEMBERS: In the event that a member possesses any of the following attributes, conditions, or elements of ownership, such member shall not be allowed to vote on any matter before the organization and shall be referred to herein as "Associate Members":

A. Member is a company or business organization which has had gross revenues of greater than twenty million dollars ($20,000,000.00) during any one calendar year, either directly or through the activities of any parent, affiliated or sister corporation and the receipt of such revenues has occurred by the member within any one of the past three calendar years. For the purposes of calculating gross revenue, SBT shall include all revenues received from sales of stock or other securities or sales of debt instruments.

B. If an individual, the member is a person who has produced greater than twenty million dollars ($20,000,000.00) in gross revenue from any and all sources within any one calendar year during any one of the past three calendar years.

C. Any person or entity which has participated in an auction to obtain authorizations issued by the Federal Communications Commission, and whose bids in the aggregate equal greater than twenty million dollars ($20,000,000.00). For the purpose of calculating this amount, SBT shall not employ any small business credits offered by the FCC or employed by such member to reduce the person's or entity's bid(s).

D. Member is an employee of a business entity which, if a member, is or would be an Associate member as described in Article III A, B or C above; or (i) has received within the past three calendar years revenues or consideration which value is in excess of five million dollars ($5,000,000) from entities which, if members, would be Associate members described at III A, B or C above; or (ii) member owns more than ten percent (10%) equity ownership in any business entity which, if a member, is or would be an Associate member as described in A, B or C above; or (iii) member has entered into a binding agreement which, by its terms, would cause member to possess those attributes described herein at Article III(D)(i)(iii) above and such contract has not expired or been terminated by its terms.

IV. EXEMPTIONS: The following members shall be entitled to petition the Board for relief to obtain voting status regardless of their nonvoting status in accord with Article III herein: (I) employees of entities who are not officers or directors of a company which, if a member, is or would be an Associate, member; (ii) employees of the federal government; (iii) Associate members in accord with Article III (C) and (D) herein and (iii) Associate members whose primary business is not the provision of telecommunications goods and services. Such petitions shall be in writing to the Chairman of the Board for presentation to the Board members and voting status shall be provided in the Board's sole discretion. In the event that voting status is granted, voting rights shall be extended for a period of not greater than three years, and shall be subject to a petition to renew voting rights by the exempted member. In the event that the petition is denied, member shall not petition the Board for change in voting status at an earlier time than one hundred eighty (180) days after the Board's denial.

IV. CHANGE OF STATUS: Each member must provide such information necessary for SBT to update the status of the member's voting rights. Each member is deemed to know of any change in applicable voting rights in accord with the terms contained herein, and each member shall be responsible for informing the Board of any change in voting status at the earliest reasonable time. Following changed circumstances which might affect a member's voting status, Associate members may petition the Board for voting status which shall be given following a reasonable demonstration that the nonvoting member is not barred from voting rights. If a voting member whose status has changed such that voting rights, in accord with Article III herein, should be suspended, such member shall so inform the Board and resign from any position as a Board member or officer of SBT.

A. Any member shall, upon request by the Board, promptly respond to any request to demonstrate eligibility to vote on SBT matters or to serve in any position on the Board or as an officer of SBT. Any members failing to provide a complete response to any such inquiry sufficient to demonstrate their eligibility to vote shall forfeit voting rights for a period of one year, becoming an Associate member for that period.

B. Any member which is found to have abused SBT processes for the purpose of improperly gaining a position on the Board may, upon decision of the Board, lose all voting rights and be deemed an Associate member for all purposes. Such action may also be taken as against any member which participates in any such abuse of SBT's processes.

V. PAYMENT OF DUES: All members shall be required to pay annual dues to SBT in accord with the dues created by the Board to finance the operation of the association over the next calendar year. No member shall be required to pay any greater amount than any other member. Any special assessments to offset unexpected costs, not a portion of annual dues, shall be paid by the members only following approval by a majority of the membership following a vote.

A. Upon grant of a written motion received by the Chairman of the Board in writing by any member, the Board may extend any member's time for payment of annual dues/special assessments or waive any member's duty to pay such dues, or any portion thereof, for a period of up to one year. Such motion must be supported by clear evidence of economic hardship and no member may make more than one motion of this kind during any five year period. If such motion is denied, member may seek reconsideration from the Board. Action on such motions and reconsideration of any decision on such motions is in the sole discretion of the Board.

B. The payment of monies to SBT for the purpose of creating scholarship funds, hardship funds, widow's benefits, and other such philanthropic endeavors shall not be used in lieu of dues and neither SBT nor the contributing member, nor its estate, shall employ such funds for the payment of annual dues or collection of special assessments to offset the cost of operation of SBT.

C. A member's failure to pay timely annual dues/special assessments, time being of the essence, shall be deemed a violation of these bylaws. Upon notification of such violation, the Board shall send notification of its intent to suspend the membership of the nonpaying member and provide a reasonable time for the payment of overdue dues/special assessments, or for receipt of request for waiver of such payments. If such payments are not received by SBT within such reasonable time, the nonpaying member shall lose its membership in SBT. Termination for nonpayment of dues/special assessments, shall not be deemed a waiver of SBT's right to collect such amounts in full.

D. The Board may create any reasonable method of payment of monies by the membership which is deemed necessary and fair, provided however, that no action taken by the Board shall create any advantage in one member over the others regarding such payment, excepting such waivers as may be granted in accord with Article V(A) herein.

E. Full membership, either voting or Associate, shall be deemed to be created within each member upon such date that a member agrees to be bound by these bylaws and pays the initial amount demanded by SBT in dues to be paid by new members to create membership. In the event that a new member is allowed to pay installments as against its annual membership dues, the payment of the first installment shall be deemed that member's agreement to pay all future installments of the first year's annual dues.

F. For the purpose of gaining members, SBT and its Board shall be entitled to receive pledges for the payment of dues, in lieu of actual money paid upon the date of commencement of membership. Members who employ such pledges to commence membership shall be legally bound to pay such pledged amounts to SBT.

VI. THE BOARD: The Board of SBT shall be responsible for making decisions regarding the positions, efforts, political agenda, and activities to be undertaken by SBT, in addition to the specific duties created herein. No Board member shall employ the position to direct any opportunity solely to that member's own advantage or act in a manner which is inconsistent with the operation of SBT as an association whose goal is to promote the opportunities, competitiveness, and advantages of all small business in telecommunications. The qualifications for membership on the Board are as follows: members must be (i) voting members of SBT; (ii) at least twenty one years old; (iii) not have been found guilty of any felony which might make them ineligible to receive federal benefits in accord with applicable laws or statutes; (iv) current in their payment of all dues to SBT: and (vi not have been found to have engaged in any anticompetitive activity in the field of telecommunications by any court of competent jurisdiction.

A. The Board will be comprised of eleven (11) members who will meet at least four times per year to transact SBT business. Such meetings may be in person or by conference telephone correspondence or any other reasonable method the Board may decide upon. For the purpose of engaging in SBT business, all such meetings of the Board must include a quorum, which shall be at least seven members. A majority vote of the Board members comprising a quorum at a meeting shall be deemed a decision of the entire Board. All Board members must be provided reasonable notice of any meeting to be held and provided an opportunity to attend and participate in each such meeting. Each Board member shall receive reasonable reimbursement for attendance at Board meetings which compensation shall be solely to offset the cost of attendance.

B. Any Board member may be removed by a vote supporting such removal by a majority of the Board or a two thirds majority vote of the membership. Any member may petition the Board for such vote, setting forth the reasons why any Board member should be removed. Such a vote will be taken upon the receipt of any such reasonably supported petition, with the cost of taking any such vote to be borne by the petitioner.

C. Results of decisions of the Board shall be communicated to the members in a manner reasonably calculated to explain the actions taken and the reasons for such actions. Any member may attend any meeting of the Board which is held in person and, upon recognition by the Chairman of the Board, participate in such meeting. Members may also place in writing any matter before the Board for its consideration and the Board shall provide such consideration within a reasonable period of time.

D. Unless removed by vote in accord with Article VI (B) of these bylaws or termination of membership, ineligibility or resignation; Board members shall each serve for a term equal to three years, except the initial Board members which shall serve for a term equal to five years. All Board vacancies will be filled by a vote of the members. Membership on the Board cannot be assigned, sold, transferred, bequeathed or made a gift. In the event that a member company is sold or a substantial portion of its assets are sold, that company's seat on the Board shall be deemed vacant upon closure of said sale.

E. The Board shall have all necessary authority to bind SBT to contract; create liability in the association through such contracts; appoint and/or hire all necessary employees, of officers of SBT; obtain all necessary resources, facilities and supplies required to operate SBT in a cost effective manner; and to do all necessary administrative functions which are desirable or necessary to maintain SBT.

F. The Board will cause to be kept and maintained all books and records of SBT which are subject to examination by any member at the office of SBT following reasonable notice and during regular business hours. The Board reserves the right to deem any particular record confidential and to deny any person the power to copy or communicate such record to any other person. Notwithstanding the foregoing, the Board will cause to be made an annual audited financial report to be delivered to each Board member regarding the activities of SBT over the previous year and predictions regarding its future financial needs.

GT. By its participation and membership in SBT, each member hereby waives any and all causes of action against any Board member arising out of a member's participation on the Board of SBT with a member's sole remedy being the petitioning for removal of any Board member in accord with Article VI(B), providing however, that such action by the Board member is not found to be otherwise in violation of any criminal statute.

H. No action by a Board member or by SBT shall be deemed to have been performed for the purpose of creating any third party beneficiary and all actions shall be deemed to be solely for the benefit of SBT and its members.

I. The Board shall elect a Chairman who will serve for a three year term or until resignation or removal, whichever is sooner. The Chairman's duties shall include presiding over all Board meetings; responding to petitions from members; and coordinating the association's activities with the Federal Communications Commission, the United States Congress and other such duties as the office might demand which are incident to the position of Chairman of the Board.

J. The initial Board shall be created on a voluntary basis, subject to each volunteer's agreement to be bound by the terms of Board membership described herein.

K. Excepting General Counsel, at no time shall the Board consist of more than three members whose business residences are all contained within any one of the seven traditional RBOC operating regions.

VIII. GENERAL COUNSEL: The members of SBT hereby agree and affirm that Brown and Schwaninger shall serve as the first General Counsel to SBT and that the firm shall serve on the Board of SBT as one of its members in the person of Robert H. Schwaninger, Jr, or his designee/member of the firm. The firm's status as General Counsel shall commence immediately and shall continue until January 1, 2006 or until such time as the firm might resign from the position of General Counsel, whichever comes sooner, and the firm may not be removed from said position by act of the membership or the Board, providing however, the firm does not engage in unlawful conduct in its service to the Association. As General Counsel, the firm shall provide all necessary and required legal services to SBT, including the selection of any and all law firms or attorneys to be employed by SBT in the representation of SBT for all purposes, provided however, the extent of the services to be provided shall be within the discretion of the Board. In the event that Brown and Schwaninger no longer serves as General Counsel, the right and duty to select other counsel, including General Counsel, shall be the responsibility of the Board. Under no circumstances shall any other attorney be employed by SBT for the purposes of representing the association without the express written permission of Brown and Schwaninger during its initial service as General Counsel. All future General Counsel shall also serve as a member of the Board.

A. General Counsel agrees to make him/herself available to the Chairman of Board to assist in all duties required by that office and the concurrent duties of advising the Board and the members regarding all matters of concern to the membership. General Counsel may rely on the direction of the Chairman of the Board for directing the extent of services to be provided by General Counsel and need not receive approval of each task by a vote of a quorum of the Board. All services provided by General Counsel shall be "for hire" and SBT hereby agrees to compensate General Counsel at a rate equal to twenty five percent (25%) less than General Counsel's customary hourly rate, plus all disbursements.

B. By joining SBT, each member hereby specifically waives any and all claims or causes of action against General Counsel arising out of any actual or perceived conflict of interest in General Counsel's legal representation of SBT, its members, and other clients of General Counsel and such waiver may not be extinguished by a person's termination of membership, resignation of membership or by any other act or event. Members further waive General Counsel's duty to pay dues to SBT.

C. General Counsel shall be entitled to speak on behalf of the membership at public gatherings to communicate the message and agenda of SBT, however, nothing contained herein shall be deemed a limitation on General Counsel's right to express opinions separate and contrary to SBT, as long as such expressions are not put forth in a manner which suggests that they represent the opinions of SBT or its Board.

D. General Counsel shall assist in interpreting these bylaws and will report such interpretations to the Board. General Counsel shall cause petitions, motions, comments and other such documents to be prepared on behalf of SBT, subject to approval by the Board prior to filing before any forum.

IX. COMMITTEES: The Board may create as many committees as it deems necessary to further the interests of the membership and to expand its representation of small business in telecommunications, including an Executive Committee to assist in the administrative functions of the association. The Board may assign to such committees all duties which are deemed necessary to provide for services to the membership. Service on such committees and the continuation of any such committee shall be at the behest and pleasure of the Board.

X. OFFICERS: The Board may select officers for the purpose of providing administrative assistance in the operation of the association, including an Executive Director, a Treasurer, and a Secretary; which persons may also serve as Board members. Officers shall serve at the pleasure of the Board, however, with the exception of the Executive Director, all other officers shall serve without compensation.

A. Executive Director: The Executive Director shall be responsible for the supervision of all employees of the association; the keeping of all books and records of the association, including financial records; the payment of all debts of the association; the maintenance of the corporate seal; the provision of information to the Board and the members; the receipt of all dues and other revenue by the association; and all other duties which the Board deems incident to the office or may from time to time assign to Executive Director.

B. Secretary: The Secretary shall execute all documents necessary to carry the corporate seal and shall report to the Executive Director the decisions of the Board or all other notifications and statements to the membership or the public.

C. Treasurer: The Treasurer shall oversee the preparation and recording of the financial records of the association and will assist in the preparation of the yearly financial statement of the association to be presented to the Board.

XI. AMENDMENT: These bylaws may be amended by a majority vote of the membership, excepting such portion as pertains to Brown and Schwaninger, General Counsel, which portion may only be amended if agreed to in writing by Brown and Schwaninger. Proposals to amend these bylaws must be presented to the Board, in writing and a vote of the membership shall be taken following adequate notice to the membership and opportunity to vote.

XII. VOTING: All voting by the membership shall be conducted in a manner reasonably determined by the Board, including without limitation by mail, in person, or in any other manner reasonably determined in the Board's discretion. No vote, except such voting which the Board deems to be an emergency vote, shall occur until the members have been provided at least twenty days written notice of such vote, with such notice to be sent to the address or facsimile number provided to SBT by the member. All matters to be voted upon by the membership shall be decided by a majority of members participating in any such vote.

XIII. MADE BINDING: These bylaws shall bind any person, group, company or entity which applies for membership, becomes a member, executes a pledge to pay dues, or which attempts to gain any advantage, representation, or anything of value arising out of SBT and its members' performance hereunder.

XIV. VENUE: Venue for all purposes related to any action, plea, motion or cause of action arising out of the members' performance hereunder or any action taken by SBT shall be the District of Columbia.

Adopted March 18, 1996