Non-voting Members: Members in the following classifications shall have
all the rights of a voting member except that they shall not have voting
rights and shall not be eligible to hold chair, board or officer positions
within the ASSOCIATION.Non-voting members may serve on committees.

Associate Member:  An individual, partnership, corporation or firm who
subscribes to the objectives of IRTA and wishes to lend support to IRTA
through membership. 

Pending Chapter Applicant: Those individuals, partnerships, corporations
or firms that operate or intend to operate a barter company where the
company is less than one (1) year old, or who has not yet started the
business.

Section 3. Voting Rights.       

All voting members must be members in good standing as
described in Sections 2 and 6 of this Article. No member shall be
entitled to more than one (1) vote on each matter submitted to a vote
of the members.

Section 4.  Application.

Applicants for membership shall complete and sign an
application form provided by the ASSOCIATION. Such application shall
be submitted to the Membership Committee of the applicable chapter
or to the global headquarters office. The application shall include an
agreement by the applicant to pay dues assessed and to abide by the
ASSOCIATION’s Code of Ethics. The applicant shall voluntarily disclose
to the Board of Directors whether it or any of its officers, directors or
managers are the subject of a current criminal proceeding, investigative
suit related to any activity, and/or whether the applicant has been convicted
of any crime. The applicant will also provide three business references,
any disclosures required by law, and any other information required by
the Membership Committee. The Board of Directors shall consider this
information in reviewing the application for membership.

            Each chapter is entitled to review and accept or reject all
membership applications from companies within the chapter’s territory.

Section 5. Admission.

            Any individual, partnership, corporation or firm eligible and
qualified for membership under the by-laws shall be elected to membership
by a majority vote of those Directors present and voting at any meeting
of the Board of Directors or in such a manner as the Board of Directors
may determine. The Board of Directors shall have the right to refuse any
application, provided that such refusal is by majority vote of the Board of
Directors at a meeting at which there shall be a quorum of Directors
present. The Board shall provide an explanatory notice to the rejected
applicant, who shall be accorded rights of due process, including the
right to respond and appeal to the Board of Directors and the Annual
Meeting of the ASSOCIATION.

Section 6.  Member in Good Standing.

            A member in good standing is defined as a member who subscribes
to the Code of Ethics of the ASSOCIATION and who is current in payment of
membership dues.

            (a)  Current means that the amount owing on dues statements
rendered has been paid in full, within 60 days of due date.           

(b)  At the direction of the Board, special assessments may be
treated as dues.

            (c)  A member who may be current in  payment of membership dues
but who otherwise fails to pay any special assessments authorized by the
Board of Directors, shall be suspended but not terminated.  As a suspended
member, that member shall not be entitled to serve in an elective office, but
may have a vote in the affairs of the ASSOCIATION and continue to receive
the services provided by the ASSOCIATION, attend general or special
meetings, and participate in debate and discussion of matters before the
ASSOCIATION.

Section 7.  Suspension.

(a)  Suspension for Nonpayment of Special Assessments.  A member
who may be current in payment of membership dues but who otherwise fails to
pay any special assessments authorized by the Board of Directors, shall be
suspended but not terminated.  As a suspended member, that member shall
not be entitled to serve in an elective office, but may have a vote in the affairs
of the ASSOCIATION and continue to receive the services provided by the
ASSOCIATION, attend general or special meetings, and participate in debate
and discussion of matters before the ASSOCIATION.

(b)  Suspension for Charges Relating to Violations of Local, State or
Federal Laws. 
Any member individual, partnership, corporation or firm or any member officer,
owner, partner, manager, director, or managing director of such partnership,
corporation, or firm that has been charged with or named in relation to violation
of applicable local, state or federal laws or regulations involving
(a) fraud, including consumer or mail fraud, or
(b) securities violations or
(c) franchising violations in the performance of barter or trade activities or other
business endeavors shall be suspended immediately from membership in the
ASSOCIATION until the matter is resolved.  As a suspended member, that
member shall not be entitled to serve in an elective office and shall not have a
vote in the affairs of the ASSOCIATION but shall continue to receive the
services provided by the ASSOCIATION, attend general or special meetings,
and participate in debate and discussion of matters before the ASSOCIATION. 
A suspended member shall continue to be responsible for the payment of
dues during the period of suspension.

Section 8. Termination.

            The Board of Directors by affirmative vote of two-thirds of all members
of the Board may expel a member if that member is found guilty of any act
prejudicial to the purposes for which the ASSOCIATION is formed.  For any
other cause other than non-payment of dues, removal shall occur only after
the member complained against has been advised of the complaint lodged
against him and has been accorded rights of due process including reasonable
opportunity for defense, appeal, and hearing before the Board.  Such member,
if removed, may further appeal such removal to the Annual Meeting of
members of the Board of Directors at least ten (10) days in advance of the
Annual Meeting.  The members attending the Annual Meeting shall review
and decide the matter by majority vote.

Section 9.  Resignation.

            Any member may resign by filing a written resignation with the Board
of Directors, but such resignation shall not relieve the resigning member of the
obligation to pay dues theretofore assessed and unpaid.

Section 10.  Reinstatement.

            A former member desiring membership may be reinstated by the
Board of Directors on showing proof of qualification, paying all dues in arrears
and paying any applicable penalties.

Section 11.  Transfer.

            Membership in the ASSOCIATION is not transferable or assignable
without approval by the Board of Directors.

ARTICLE IV. Organization Structure

Section 1.  Organization.

            To achieve the objectives of the IRTA, the Board of Directors may, at
its discretion, establish organizational units such as boards, councils, or
divisions to serve special interests within the barter industry. The Board of
Directors shall exercise authority over policies, services, programs, and
budgets of all organizational units, including qualification for membership
unless these are otherwise stated in these Bylaws.

Section 2.  Allied Organizations

            For the mutual benefit of all, for the advancement of the barter
industry, and in order to further the objectives of the IRTA, the Board of
Directors may establish relationships with other associations. The Board
of Directors may establish such terms and conditions for relating to
recognized societies and groups, as it considers desirable.

ARTICLE V.  Chapters

Section 1.  Certification as an IRTA Chapter

            Applications for formation of a chapter shall be submitted to the
Global Board of Directors. This application must be signed by five (5) or
more companies that would qualify for active membership and include first
year dues and fees and Chapter bylaws. The Global Board of Directors
has the authority to approve or reject the application.

Section 2.  Chapter Bylaws

            Chapter bylaws shall not conflict with those of Global IRTA.
Current chapter bylaws shall be maintained on file in the Global IRTA
office. 

ARTICLE VI.  Dues

Section 1.  Annual Dues.

            The Board of Directors shall determine from time to time the
annual dues payable to the ASSOCIATION.  Member dues shall be remitted
to the global office, which will remit the portion due to the Chapter as
agreed between IRTA Global and the chapter.

Section 2. Dues Schedule

            The schedule and structure of dues will be reviewed annually by
the Board of Directors with the goal of establishing a dues schedule to yield
sufficient resources to operate the ASSOCIATION within its annual budget
while equitably apportioning the burden among members according to financial
capacity.

Section 3. Payment.

            (a)  Cash dues payment:  Payment of the cash portion of dues may
be made at the member’s election either on an annual or monthly basis. Dues
are payable in U.S. dollars. Annual dues shall be rendered as of January 15
and monthly dues on the 15^th of each month.  Payment may be made by cash,
check, or credit card.  Monthly payments must be made by credit card on file
with the IRTA office.

(b)  Trade dues payment:  Payment of the trade portion shall be
payable on an annual basis by January 15.

Section 4.  Delinquency and Cancellation.

            Any member of the ASSOCIATION who shall be delinquent in dues for
a period of sixty (60) days from the time dues become payable shall be notified
of such delinquency. If the payment of dues is not made within the next thirty
(30) days after the mailing of such notice of delinquency, membership shall be
suspended.  If within the next thirty (30) days payment is not received,
membership shall automatically terminate.

Section 5.  Refunds.

            No dues shall be refunded to any member whose membership
terminates for any reason.

ARTICLE VII.  Meetings

Section 1.  Annual Meeting.

            The Annual Meeting of the ASSOCIATION shall be held at such place
and on such dates as may be determined by the Board of Directors.

Section 2.  Special Meetings

            Special meetings of the ASSOCIATION may be called (a) by the Board
of Directors at any time, or (b) by the Board of Directors upon written request of
not less than ten percent (10%) of the members having voting rights. 
The business to be transacted at any special meeting shall be stated in the
notice thereof, and no other business may be considered at that time.

Section 3. Notice.

            Written notice of any meeting of the ASSOCIATION shall be mailed to
the last known address of each member not less than twenty-one (21) days
before the date of the meeting.

Section 4.  Voting.

            At all meetings of the ASSOCIATION each voting member in good
standing shall have voting power as determined by the procedures specified in
Article III, Section 2, and may take part and vote in person on issues and
matters presented. Unless otherwise provided by the by-laws, a majority of
the votes of those members present or represented by proxy shall govern. 
Voting for the election to the board of directors shall be by secret ballot. 
Voting procedures for all other matters shall be by voice or hand vote, unless
requested otherwise by a voting member of the general membership.

Section 5.  Proxy.

            A member may vote by proxy at the Annual Meeting for the election
of Board members only.  A proxy must be submitted in writing to the
ASSOCIATION’s Executive Director prior to the vote at the Annual Meeting.

Section 6.  Mail Ballot Procedure.

            In a mail ballot for the election of Directors, a fifty percent (50%)
response of all members eligible to vote shall constitute a valid action. 
The number of candidates equal to the number of seats on the Board of
Directors up for election receiving the highest number of votes shall be
elected.  In the event of a tie vote, a run-off election shall be held.

Section 7. Voting by Mail.

            Proposals to be offered to the members for a mail vote shall be
submitted to the membership by the Board of Directors.  On any mail vote,
no less than twenty-five percent (25%) of all members eligible to vote shall
constitute a valid action and a majority of the votes of those voting shall
determine the action.

Section 8.  Quorum.

            At any Annual Meeting or special meeting no less than a majority
of the membership in attendance or represented by proxy shall constitute a
quorum.

Section 9.  Cancellation.

            The Board of Directors may cancel any Annual Meeting or special
meeting for cause. The Board of Directors shall either reschedule the Annual
Meeting or transact the business of the meeting through the mail.

Section 10.  Rules of Order.

            The meetings and proceedings of the ASSOCIATION shall be regulated
and controlled by the current edition of Robert’s Rules of Order for parliamentary
procedure, except as may otherwise be provided by these by-laws.

ARTICLE VIII.  Directors and Officers

Section 1.  Authority and Responsibility.

            The Board of Directors shall have supervision, control and direction of
the affairs of the ASSOCIATION.  The Board of Directors may adopt such rules
and regulations for the conduct of it’s business as it shall deem advisable.

Section 2.  Composition.        

The Global Board of Directors shall consist of eleven (11) members. 
Member firms, companies, partnerships or corporations shall be representative
of the membership.   Each approved chapter and council shall be entitled to
designate a minimum of one voting member of that chapter or council to serve
as a voting member of the global board.  The remaining members of the board
shall be members identified with a trademark or name belonging to another
entity instead of another member or are de facto controlled by another entity
rather than another entity.  There shall not be more than two (2) members on
the Board from any system or network having multiple franchises, licenses,
partnerships or other entities that are identified with a trademark or name
belonging to another member, or are de facto controlled by another member. 
Further, there shall be no more than two (2) members on the Board at any one
time whose business is not engaged primarily in barter transactions.

Section 3.  Qualifications for Directors and Officers

            To be nominated to serve on the Board of Directors of the global
ASSOCIATION, a member must meet the following criteria:

a.       Be a member in good standing as described in Article III, Section 6.

b.       Be an owner, officer, or managing partner of a member company
for at least three years.

c.       Have been a member of the ASSOCIATION for at least one year.

Section 4.  Election and Term.

            Directors shall be elected at the ASSOCIATION’s Annual Meeting by
a majority of the votes of the members eligible to vote. The term of office shall
be three years. Directors are eligible for reelection to the Board of Directors
upon completion of their terms of office.

Section 5.  Quorum.

            At any meeting of the Board, no less than a majority of the Board
members shall constitute a quorum necessary for the transaction of business.

Section 6. Meetings.

            A regular meeting of the Board of Directors shall be held at least twice
a year, with one meeting held either before or after and at the same place as
the Annual Meeting of members. The Board of Directors may provide by
resolution for the holding of additional meetings of the Board without other
notice than such resolution. Special meetings of the Board may be called by
a majority of the directors, by notice mailed, delivered, telephoned or
telegraphed to each director. 

Section 7.  Voting.

            Voting rights of a director shall not be delegated to another person or
exercised by proxy.  Action taken by mail, facsimile or e-mail ballot of the
members of the Board in which at least a majority of directors, in writing,
indicate themselves in agreement, shall constitute a valid action of the Board if
reported at the next regular meeting of the Board.

Section 8.  Vacancies and Removal of Board Members.

            Any vacancy occurring for an elected position on the Board of Directors
shall be filled by a majority vote of the Board.  A director elected to fill a vacancy
shall serve only until the next Annual Meeting, at which time the seat shall be
filled by vote of the membership.  The Board of Directors shall remove any
director who has been found guilty, by a court of competent jurisdiction, of
violations of applicable local, state, provincial or federal laws or regulations
involving (a) fraud, including consumer or mail fraud, or (b) securities violations
or (c) franchising violations in the performance of barter or trade activities or
other business endeavors. Any director who has entered into a consent order
or decree in connection with such violations may be removed by the Board of
Directors, at the Board’s discretion, upon review of the consent order or decree
and/or any other relevant materials.  In the event a vacancy is created by a
director being suspended pursuit to Article III, Section 7, such vacancy shall
remain until resolution of the matter causing the suspension or the end of the
director’s term, whichever occurs first. The Board of Directors may, by affirmative
vote of two-thirds of its members, remove any director for just cause. The Board
may also, at its discretion and by two-thirds vote of its members, remove any
director for unexcused absences at two (2) consecutive regularly scheduled
meetings of the Board.

Section 9.  Elected Officers.

            The elected officers of the ASSOCIATION shall be members in good
standing of the ASSOCIATION and consist of a President, Vice President,
Treasurer, and Secretary, all of whom shall be elected by the Board of Directors. 
The President, Vice President, Secretary and Treasurer shall serve a term of
two (2) years or until their successors have been duly elected and assume
office. The officers shall serve concurrently as members of the Board of
Directors.  Additional officers with prescribed duties may be approved by the
Board of Directors, as the affairs of the ASSOCIATION may require.

Section 10.  Vacancies and Removal of Officers.

            Vacancies in any elective office may be filled for the balance of the
term thereof by the Board of Directors at any regular or special meeting of the
Board of Directors. The Board of Directors shall remove any officer who has
been found guilty, by a court of competent jurisdiction, of violations of applicable
local, state, provincial or federal laws or regulations involving (a) fraud, including
consumer or mail fraud, or (b) securities violations or (c) franchising violations
in the performance of barter or trade activities or other business endeavors. 
Any officer who has entered into a consent order or decree in connection with
such violations may be removed by the Board of Directors, at the Board’s
discretion, upon review of the consent order or decree and/or any other relevant
materials.   The Board may, by a two-thirds vote, remove any officer for just
cause.  The Board of Directors may also, at its discretion, and by a two-thirds
vote, remove any member of the Board or officer of the ASSOCIATION for failure
to attend two (2) consecutive regularly scheduled or special meetings of the
Board of Directors or the ASSOCIATION.

Section 11.  Duties of the President.

            The President shall be the principal elected officer of the ASSOCIATION
and shall be responsible for the conduct of all business and affairs of the
ASSOCIATION in accordance with policies or guidance laid down by the Board
of Directors. He shall preside at all meetings of the members and the Board of
Directors. He shall also serve as a member of the Board of Directors with the
right to vote on all committees that may be established by the ASSOCIATION,
except the Nominating Committee. The President shall chair the Executive
Committee.  At the Annual Meeting of the members of the ASSOCIATION,
the President shall communicate to the members such matters and make
suggestions as may in his opinion tend to promote the welfare and increase
the usefulness of the ASSOCIATION. He shall perform such other duties as
may be prescribed by the Board of Directors.

Section 12.  Duties of the Vice President.

            The duties of the Vice President shall be delegated to the Vice
President by the Board of Directors.  The Vice President shall perform the
duties of the President in the event of the latter’s inability to serve.

Section 13.  Duties of the Treasurer.

            The Treasurer shall be responsible for the ASSOCIATION’s records
and accounting for the ASSOCIATION’s funds.  The Treasurer shall be
responsible for and oversee the collection of all member dues and/or
assessments, the establishment of proper accounting procedures and
procedures for the handling of the ASSOCIATION’s funds, and the keeping
of the funds in such banks, institutions and/or investments as are deemed
appropriate by the Board of Directors. 
The Treasurer shall be responsible for reporting on the financial condition of
the ASSOCIATION to the Board of Directors when called upon.  At the end of
the fiscal year, the Treasurer shall be responsible for the preparation of annual
reports which shall reflect a review by a certified public accountant. At the
expiration of his term of office,  the Treasurer shall deliver to the successor
all books, money, and other property in his charge, or, in the absence of a
successor, he shall deliver such properties to the President of the
ASSOCIATION.

Section 14.  Duties of the Secretary.

            The Secretary of the ASSOCIATION shall be responsible for the proper
and legal mailing of notices to members.  The Secretary shall be responsible
for keeping proper minutes of the meetings of the ASSOCIATION, and for filing
minutes of meetings of the Board of Directors and all committees.  He shall
also see that accurate records are kept of all members.  All books and records
of the ASSOCIATION shall be kept at the principal office of the ASSOCIATION
and may be inspected by any member or his attorney.

Section 15.  Delegation of Duties.

            Such duties and responsibilities of the Board of Directors and officers
of the ASSOCIATION, as may be specified by the Board of Directors, may be
delegated by the Board to the Executive Management staff of the
ASSOCIATION.

ARTICLE IX.  Executive Management Staff

Section 1.  Appointment.

            The Board of Directors shall employ a salaried staff or contract with
an ASSOCIATION Executive Director whose terms and conditions shall be
specified by the Board of Directors.

Section 2.  Duties.

            The ASSOCIATION Executive Director shall be the executive officer
of the ASSOCIATION and shall be responsible to the Board of Directors for
such functions as are delegated to him/her by the Board. The ASSOCIATION
Executive Director shall, if necessary, employ and terminate employees and
shall establish their salaries in accordance with the approved budget of the
ASSOCIATION.

ARTICLE X.  Executive Committee

Section 1.  Authority and Responsibility
The Executive Committee may act in place and stead of the Board of Directors
between Board meetings on all matters, except those specifically reserved to
the Board by these Bylaws.  The Committee shall oversee the financial affairs
of the ASSOCIATION. The agenda of the Executive Committee meetings will
be distributed to the Board of Directors in advance of the meeting when
practical and possible.  Actions of the Executive committee shall be reported
to the Board as soon as practical following the meeting.

Section 2.  Composition and Election

            The Executive Committee shall consist of the President, the Vice
President, the Secretary, Treasurer, and Immediate Past President or one
Director-at-Large appointed by the President.

Section 3.  Quorum-Call of Meeting

            A majority of the Executive Committee shall constitute a quorum at
any duly called meeting of the Committee.  The President shall call such meetings
of the Executive Committee as the business of the ASSOCIATION may require,
or a meeting may be called by the Vice President on request of two other members
of the Executive Committee.

Section 4.  Vacancies

            Any vacancy occurring on the Executive Committee will be filled in the
manner as provided in Article VIII, Section 10.

ARTICLE X.  Special and Standing Committees

Section 1.  Nominating Committee

            At least ninety (90) days before the Annual Meeting, the Board shall
appoint a nominating committee consisting of five (5) active members. It is the
responsibility of the nominating committee to nominate candidates for Board
vacancies. At least thirty (30) days prior to the Annual Meeting, the nominating
committee shall invite suggestions from the membership for those directorships
that are vacant or about to expire. Said nominations shall be reported and voted
on by the Annual Meeting of members.  Additional nominations may be made
from the floor.

Section 2.  Ethics Committee

There shall be a provision for the establishment of an Ethics Committee
whose responsibility shall be the development and enforcement, through due
process, of the ASSOCIATION’s Code of Ethics.  The creation, composition,
terms, powers and duties of the committee shall be specified by the Board of
Directors.

Section 3.  Finance Committee         

There shall be provision for the establishment of a Finance Committee
that shall assist the Board of Directors in reviewing and approving ways of
increasing revenues for the ASSOCIATION. The creation, composition, terms,
powers and duties of the committee shall be specified by the Board of Directors.

Section 4.  Other Committees

             The Board of Directors, by resolution adopted by a majority of the
directors in office, may designate and appoint more committees as may be
deemed necessary to assist the Board in the operation of the ASSOCIATION. 
Composition, terms, conditions and responsibilities of the committee(s) shall
be specified by the Board.

ARTICLE XII.  Finance

Section 1.  The Fiscal Year.

            The fiscal year of the ASSOCIATION shall be as determined by the Board.

Section 2.  Budget.

            The Board of Directors shall review and approve the annual budget.

Section 3.  Authorization.

            The Board of Directors may authorize in writing any officer, agent, or
employee of the ASSOCIATION to enter into written contracts or execute any
instrument in the name of and on behalf of the ASSOCIATION.

Section 4.   Review.

            The accounts of the ASSOCIATION shall be  reviewed by a certified
public accountant who shall be appointed by the Board of Directors and who
shall provide a report to the Board.

ARTICLE XIII.  Indemnification of Officers and Directors

All officers and directors of the ASSOCIATION, whether or not then in
office, shall be indemnified by the ASSOCIATION against all costs, liabilities,
judgments, and expenses actually and reasonably incurred by, or imposed upon
them in connection with or arising out of any action, suit, or proceeding in which
they may be involved, directly or indirectly, or to which they may be made a
party by reason of being or having been an officer or director of this
ASSOCIATION, or by reason of any action heretofore or hereafter at any time
taken as an officer or director of this ASSOCIATION (such expenses to include
the cost of reasonable settlements made with a view to curtailment or avoidance
of costs of litigation, or where a settlement is deemed for the best interest of the
ASSOCIATION under its obligation or indemnity), except in relation to matters as
to which they shall be finally adjudged in such action, suit or proceeding to have
been guilty of bad faith or fraud in the performance of their duty as such officer or
director, and the foregoing right of indemnification shall not be exclusive of other
rights to which they may be entitled by agreement, by vote the members, or
otherwise. To support this article, the ASSOCIATION will purchase and keep in
force a director liability insurance policy that will cover all officers and directors.

ARTICLE XIV.  Dissolution

            The ASSOCIATION shall use its funds only to accomplish the objectives
and purposes specified in these by-laws and no part of said funds shall inure, or
be distributed, to the members of the ASSOCIATION.  On dissolution of the
ASSOCIATION, any funds remaining shall be distributed to one or more regularly
organized and qualified charitable, educational, scientific, or philanthropic
organizations to be selected by the Board of Directors.

ARTICLE XV.  Regulations

            (a) The Board of Directors may adopt and promulgate regulations that
shall be binding upon all members of the ASSOCIATION, in order to give effect
to the Code of Ethics and policy of the ASSOCIATION.  Such regulations shall
be effective on the date established by the Board of Directors.

            (b)  The Board of Directors may, at its discretion, submit proposed
regulations to the general membership for approval, either at a general or
special meeting or by mail ballot.

            (c)  Any regulation which has been put in effect, but which has not been
adopted by the general membership, either at a general or special meeting or by
mail ballot, shall be placed on the agenda and considered at the next general or
special meeting of the ASSOCIATION.  The regulation, with or without amendments,
shall be voted on, and either adopted or rejected.

            (d)  Recommended changes to any regulation of the ASSOCIATION may
be submitted by members at any time.  Such recommended changes will be
considered by the Board of Directors at its next regular meeting, and, if adopted,
will be put into effect or submitted to a vote of the membership.

            (e)  Changes to any regulation may be instituted by the Board of Directors
using the same procedures as for an original regulation, contained in subparagraphs
(a) - (c) above.

ARTICLE XVI.  Amendments

These by-laws may be amended, suspended or repealed and new by-laws may be
adopted by two-thirds of the votes of the members of the Board of Directors. 
Amendments may be proposed at the Annual Meeting of members or by written
request of ten percent (10%) of the membership addressed to the Board. All
proposed amendments shall be presented to the Board of Directors with or without
a recommendation present and constituting a quorum at a meeting of the Board.

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