MONEY TRANSMITTER REGULATORS ASSOCIATION, INC.

ARTICLE I NAME

The name of this non-profit corporation shall be Money Transmitter Regulators Association, Inc. ("MTRA") and it shall be incorporated in the State of Texas.

ARTICLE II PURPOSE

Section 1. General Powers

(a) The purpose of this corporation shall be to enhance the ability of state regulatory authorities to perform their duties in the supervision and regulation of the money transmitter industry. This industry includes but is not limited to: check sellers, money exchangers, stored value products, and other transmitters of currency through physical, electronic or other means.

(b) Other activities deemed appropriate by the Board of Directors ("Board").

Section 2. Contracting

(a) The MTRA board may employ outside contractors to assist with the functions and duties of the organization.

ARTICLE III MEMBERSHIP FEES

Membership fees, if any, may be established from time to time by resolution of the Board. The Board shall determine in its sole discretion what action to take (including termination of membership) in the event any member is delinquent in the payment of fees.

ARTICLE IV MEMBERSHIP AND MEETINGS

Section 1. Membership

The membership of MTRA shall be limited to the following: (A) Voting Members: State money transmitter regulators as well as regulators of the territories and possessions of the United States and the Commonwealth of Puerto Rico or their designees. Each state, territory or possession shall have one vote. (B) Non-Voting Members: (I) Affiliate Members: Representatives of the money transmitter industry and, (ii) Associate Members: Other interested parties as determined by the Board.

Section 2. Qualifications of Members

Applications for membership shall be communicated by the applicant to the Board President and approved by the Board upon satisfaction of such conditions of membership as may be established from time to time by the Board.

Section 3. Designation of Representative

Each member shall be responsible for notifying the Board in writing who shall represent them and any change in its representative.

Section 4. Meetings

General meetings of the members may be held from time to time as decided by the Board. An annual meeting will normally be held, at which election of officers will take place. The Board shall have discretion to restrict attendance or participation at these meetings to Voting Members.

Section 5. Notice of Meetings

Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, by mail to each member at least 30 days before the date of such meeting. The notice shall be deemed delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of MTRA. Notice of meetings not in person by conference call or similar electronic equipment shall be given to each member at least ten days before the meeting. Such notice shall be given by e-mail to each member as it appears in the records of MTRA.

Section 6. Quorum

At general meetings, one third of voting members present shall constitute a quorum and the vote of the majority of voting members present shall be the act of MTRA.

Section 7. Proxies

Every member having the right to vote shall be entitled to exercise such vote in person or by proxy appointed by an instrument in writing subscribed by such member or by his/her duly authorized attorney-in-fact. Such member shall at every meeting of the members be entitled to one vote.

Section 8. Actions by Members Without a Meeting

Whenever the vote of the members at a meeting thereof is required or permitted to be taken for or in connection with any action by MTRA, the meeting and vote of members may be dispensed with if all of the members who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such action being taken by MTRA.

ARTICLE V FISCAL YEAR

The fiscal year of MTRA shall be fixed by resolution of the Board.

ARTICLE VI BOARD OF DIRECTORS; ELECTIONS; MEETINGS

Section 1 General Powers and Responsibilities

The Board shall have supervision, control and direct the affairs of MTRA, its committees and programs, shall actively promote its activities, shall supervise the disbursement of its funds, and have such other authority as is provided by law. The Board, by resolution, shall designate the depositories, the person(s) to sign checks and the persons authorized to enter into contracts. The Board shall at all times have free access to the books and records of MTRA.

Section 2. Number and Method of Election

The number of Directors shall not be less than five nor more than ten. The complete Board shall be elected at a general meeting of the Voting members and each Director shall serve for a period of two years or until his/her successor is elected. A Director may succeed him/herself in office for an unlimited period so long as he/she is nominated and elected.

Section 3. Elections

The President shall appoint a nominating committee of three (3) members at least 30 days prior to the annual meeting of the Voting members at which an election will be held. It shall be the duty of the nominating committee to nominate at that annual meeting one or more Voting members for each vacancy for which elections are being held.

After nominations of the nominating committee have been placed before the Voting members, the presiding officer shall call for nominations from the floor. All elections shall be by majority vote of the Voting members present or voting by proxy or other electronic means.

Section 4. Regular Meetings

The Board shall hold regular meetings, the day or date to be set by the President. An annual meeting of the Board shall be held before or immediately after the annual meeting of the Voting members. At this annual meeting, the Board shall elect a President, Vice President, Secretary and Treasurer, all of which shall serve for a period of two years or until successors are elected. At all meetings, a majority of the Board members shall constitute a quorum.

All meetings of this Association shall be governed by the ordinary rules of parliamentary procedure.  When a conflict occurs, "Robert’s Rules of Order" shall be the parliamentary authority.

Section 5. Special Meetings

Special meetings of the Board may be called by or at the request of the President or any Director.

Section 6. Action by Directors Without Meeting

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, including emails, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 7. Telephonic or Other Meetings

The members or the Board may participate in a meeting by means of a conference telephone or similar electronic or other communications equipment by means of which all directors or members participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence at such meeting.

Section 8. Vacancies

Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 8. Resignation

Any Director may resign by filing a written resignation with the Secretary.

ARTICLE VII ADVISORY COUNSEL

The Advisory Council, if constituted, shall be composed of a senior regulatory official of money transmitter regulation of each state represented on the Board.

ARTICLE VIII OFFICERS

Section 1. Officers Elected by Board

The Board shall elect officers as it deems advisable. Generally, the corporation shall have: a) President; b) Vice President; c) Secretary; and d) Treasurer.

Section 2. Responsibilities

The President shall be the chief executive officer of MTRA and shall be subject to the supervision, direction and control of the Board of Directors.  The President shall serve as chairman and preside at all meetings of the Board of Directors.

The Vice-President shall perform the duties of the President in the event of the absence or disability of that officer and other duties as the Board may assign from time to time. The Vice President shall normally (but not automatically) succeed to the office of the President upon nomination and election the following year.

The Treasurer shall have custody of the cash and books of account of MTRA. He/she shall prepare a financial report showing the condition as of the close of each fiscal year and provide to each Director within ninety (90) days of the close of such fiscal year. All payments shall be made by check or electronic transfer. He/she shall have such other duties and authority as may be assigned by the Board.

In addition to any duties and powers prescribed by other provisions of these Bylaws, the Officers, shall have such duties and powers as are usually incident to their respective offices or positions, with such additions and limitations thereto as may from time to time be prescribed by the President.

Section 3. Committees

The Board may from time to time appoint such committees as it deems necessary or convenient to advise the Board in the performance of its function hereunder, but such committees will have no authority to act on behalf of the Board. Each committee shall report its meeting results to the Board.

Section 4. Removal and Resignation

Any officer appointed by the Board may be removed at any time by the Board whenever, in its judgment, the best interests of MTRA would be served thereby. Any officer chosen by the Board may resign at any time by giving notice to the Board.

Section 5. Vacancies

In the event that any officer shall be prevented by unforeseen circumstances from fulfilling the obligations of his/her office, the President is authorized to appoint an interim successor to fill such office for the unexpired portion of such officer's term.

Section 6. Surety Bond

MTRA will maintain surety, fidelity or other appropriate bond coverage for the MTRA board members.

ARTICLE IX NON-DISCRIMINATION

MTRA does not discriminate against any applicant or member because of their age, race, color, religion, creed, national origin, sex, marital status or any other basis prohibited by law.

ARTICLE X AMENDMENT

These bylaws may be amended, altered or repealed by the affirmative vote of at least seventy-five (75) percent of the Board then in office, at a regular or a special meeting of the Board called for such purpose of voting on such amendment, alteration or repeal, provided that at least 30 days written notice is given of such intent or ten day notice by e-mail.

ARTICLE XI INDEMNIFICATION

To the extent covered by MTRA's director and officer liability insurance policies, MTRA shall indemnify any current or former director, officer and employee, as well as any other person acting on MTRA's behalf pursuant to an official election, appointment or direction, against expenses actually and necessarily incurred by that director, officer, employee or person in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of his or her activities on behalf of MTRA, except in relation to matters as to which that director, officer, employee or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such director, officer, employee or person may be entitled, under any agreement, vote of the Board, or otherwise. MTRA shall maintain at all times director and officer liability insurance in reasonably appropriate amounts to meet its obligations in accordance with this Article.

ARTICLE XII DISSOLUTION

MTRA may be dissolved at any time in the manner provided by law.