A Non-profit UnIncorporated Association of
Internet Web Programmers and Internet Censors

Basic Memorandum of Association

1. The organization shall be called IntraDeveloper.

2. The objects of IntraDeveloper are:

a)  to provide a multi-platform Internet clustering program, for which the resulting data will be used in the creation of a non-profit content-filtering Internet Search Engine. The program created shall be used to mine the Internet and to create up-to-date deny listings for the said Search Engine. The program shall be called "The Internet Censor".

b)  to provide ancilliary services for the use of its members, including a Web-board where active Internet Content Evaluators (also known as Internet Censors) can interact with other Internet Content Evaluators (previously active and active) for feedback and support.

c)  a  service that will allow Internet Service Providers to verify wheather thier customers are in breach of their Internet use agreements and policies, by actively referring to our up-to-date deny listings derived from our Internet Censor software.

d)  a service that facilitates the provision of monetary rewards for those persons that aid in the arrest and conviction of persons or entities that distribute child pornography.

e)  to raise revenue to operate, maintain and improve programs and services derived by IntraDeveloper members from membership dues, fees, and services.

3. There shall be two classes of members:
a)  Regular Class, who:
i)    are employees of IntraDeveloper
ii)   apply for membership; and
iii)  are admitted by the directors
b)  Associate Class, who:
i)    are individuals other than employees
ii)   apply for membership; and
iii)  are admitted by the directors.
4.  There shall be no more than 12 directors of IntraDeveloper elected from among the members at an annual general meeting. The directors shall be responsible for the management and affairs of IntraDeveloper.

5.  The directors may, from time to time, enact, amend or repeal, as they consider appropriote, by-laws to manage the affairs of IntraDeveloper at a meeting of the board of directors called for that purpose. A by-law is effective only until the next annual general meeting of the members unless it is confirmed by a majority vote of members present at the annual general meeting or at a general meeting of members called for that purpose.

6. The directors shall elect from among themselves a president, vice-president and secretary-treasurer as officers of IntraDeveloper.

7. The members may amend this Memorandum of Association at the annual general meeting or at a general meeting called for that purpose on a week's notice in writing. The purpose of the general meeting shall be given in any notice. A two thirds majority of the votes cast at the annual general meeting or the general meeting, as the case may be, is required to amend the Memorandum of Association.

8.  The members may dissolve IntraDeveloper at a general meeting called for that purpose on one week's notice in writing. The purpose of the meeting shall be given in the notice in writing. Dissolution of IntraDeveloper requires a two-thirds majority of the votes cast at the general meeting. Upon dissolution, any assets remaining after payment of any liabilities shall be donated to another non-profit with similar objects in Ontario.

9. IntraDeveloper shall be carried on without purpose of gain for its members and any profits or other accretions to the organization shall be used solely to promote its objects.

Passed by the members of IntraDeveloper this day of October 17, 2003.

Signatures of members are in the original.

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