The Association is a non-profit organization whose purpose will be to
  foster association and cooperation within the Eastern Shore Data Processing
  Community. In the pursuit of such purpose, the Association will have the
  authority to engage in activities and discussion that will directly or
  indirectly further the aforesaid aims. The Association will focus on the
  IBM Midrange User Base, maintain open membership standards, and pursue
  involvement of the entire data processing community if growth and
  membership desire warrant it in the future.

  Article I-Name:          The name of this Association will be the Delmarva
                           Midrange Users' Group.

  Article II-Purpose:      The purpose of this Association is to work with
                           Midrange users to:
 
                           1.   Promote the exchange of information.
                           2.   Assist computer vendors in establishing
                                workable solutions to common issues.
                           3.   Coordinate regularly scheduled meetings
                                with meaningful agendas, including
                                events and speakers of relevant topics.

  Article III-Membership:  Members are defined as any data processing users
                           in the geographical area south of the Chesapeake
                           and Delaware Canal, known as the Delmarva
                           Peninsula.

  Article IV-Officers:     The elected officers of the Association will be
                           Chairperson, Co-Chairperson, Secretary/Treasurer,
                           Newsletter Coordinator and Meeting Coordinator.
                           All officers will serve for two years at their
                           respective posts, commencing with the Annual
                           Association Meeting on December 12, 1991 and
                           terminating at the future designated Annual
                           Meeting of the appropriate year or until their
                           successors are chosen. The officers will
                           participate equally in establishing goals and
                           direction for the Association and will perform
                           such duties as set forth below:

                           The Chairperson - Will preside at all meetings,
                           appoint all committees and committee
                           chairpersons, and generally exercise the
                           functions of a presiding officer.
  
                           The Co-Chairperson - Will discharge the above
                           duties in the absence of the Chairperson and
                           coordinate the membership growth program.
   
                           The Secretary/Treasurer - Will keep minutes of
                           all meetings of the Association. The Secretary/
                           Treasurer will maintain files including minutes,
                           memos, present membership registers, and dues,
                           and coordinate the collection of those dues.

                           The Newsletter Coordinator - Will solicit
                           articles from the membership and prepare a
                           quarterly newsletter for the group.

                           The Meeting Coordinator - Will select the site
                           for meetings after the Chairperson has called for
                           a general meeting, prepare agendas for the
                           meetings, and solicit speakers.

  Article V-Elections:     The membership will vote to determine the
                           election of the Association Officers. The
                           Association will have the authority to fill
                           vacancies in any office which might occur.
 
  Article VI-Voting:       Each individual institution will have a single
                           vote. Upon prior knowledge of voting issues, each
                           institution has the privilege to submit their
                           mail-in vote prior to the scheduled meeting of
                           the group.

  Article VII-Meetings:    Periodic Meetings of the Association will be held
                           during the year. Such meetings will be held at
                           such time and place as shall be set forth in the
                           notice of the meeting. The Association will hold
                           such other meetings as the Chairperson from time
                           to time deems necessary or advisable. A majority
                           of the Association will be required to comprise a
                           quorum (in person or by proxy) and a majority
                           vote of those present and voting shall be
                           sufficient for the transaction of business.

  Article VII-Amendments:  These By-Laws may be revised or amended upon two-
                           thirds vote of the members present at any meeting
                           of the Association (or by proxy). Notice stating
                           the proposed revision or amendment must be
                           presented in writing at a regular meeting and be
                           acted upon at that time or any future meeting.
 
  The parties to the Agreement are:

  (1) Each Group Representative will at all times diligently work for the
      User Group in its objective to recommend, present and monitor issues
      concerning the User Association.

  (2) During the time of this agreement, members will not enter into any
      activity which conflicts with their individual institution.

  (3) Duration of the Association shall be perpetual.

  (4) Purpose of the membership is to establish an organization available
      to all participating institutions on the Lower Eastern Shore
      utilizing Midrange Systems. The Association's activities are not for
      the sole benefit of the members. The Association will not conduct a
      business of any kind.

  (5) Dissolution will be governed by the consent of its members when
      reason for its existence ends. The Association's net assets, if
      applicable, will be distributed among the members at the time of
      dissolution.

  (6) Expenses will be limited to the general expense of postage, supplies
      for newsletters and miscellaneous documents. Initial dues will be
      established at $35.00 per institution and will be evaluated in the
      future for revision. Fee increases will require majority affirmation.
      All expenses related to the travel, accommodations, meals, etc. for
      Association Meetings will be the responsibility of the individual
      member. If fees are required for a particular meeting (e.g. dinner
      meeting), they will generally be collected "per person", rather than
      "per institution".

  (7) Membership is voluntary but the Association requires that all members
      are interested in the pursuit of Information Technology goals.

  (8) The Association, through its Officers, may communicate the needs of
      the User Community to Computer vendors.