On October 11, 2011, the IBBA Board of Directors approved a revision to the IBBA Bylaws. The IBBA Bylaws requires the membership be notified of changes within 45 days of approval. A notice was provided November 8, 2011. The revisions were a result of recommendations made by an IBBA Bylaws Task Force whose charge was to review the Bylaws for necessary revisions and general clean up.

The M&A Source shall be formed as a separate non-profit corporation and shall operate with IBBA approved articles of incorporation and bylaws under the recommendations as contained in the Association's M&A Source Task Force Proposal For MAS Autonomy approved by the IBBA Board of Directors on June 9, 2009. The referenced recommendations shall be incorporated into the M&A Source's Bylaws. For purposes of clarity, it shall require a two-thirds (2/3) majority vote of the entire IBBA Board of Directors at a meeting of the Board of Directors to make changes to the M&A

Source's Bylaws.

That certain Part V. Proposal for MAS Autonomy, approved by the IBBA Board of Directors on June 9, 2009 attached (Appendix One), shall be adopted as the Charter for The M&A Source, and which shall govern The M&A Source, and shall modify all other provisions of this Article VIII: Specialty Sections. (i) The M&A Source shall create an appropriate governing body which shall include a position for the IBBA Chair or his/her appointee. This position shall be an Ex-Officio Director (with voting rights) of the M&A Source. He/she shall have the right to attend all meetings of The M&A Source, participate in the discussion and shall be notified of all meetings.

The full IBBA Bylaws are available in the Member Information section of the Members' Only section, My IBBA, and can be accessed after logging into the website.

On June 9, 2009 the IBBA Board of Directors approved The M&A Source to be a "stand- alone entity." The Bylaws revision of October 11, 2011 provides a measure how that stand-alone entity shall be formed. IBBA has retained a law firm specializing in Non-profit law to draft the documents of formation and bylaws that will govern The M&A Source, be approved by IBBA, and include "control mechanisms" on behalf of IBBA. Historically, IBBA and The M&A Source have had both shared and separate revenues and expenses while pursuing their respective markets (Main Street and M&A). A formula, based upon the number of members in each group (IBBA and The M&A Source) was instituted about 7 or 8 years ago to help calculate the "shared" revenues and expenses. Separate and compiled financial records have been kept for many years. An independent accounting firm provided an audit to identify the separate operating and capital funds. It is intended that each group shall retain its separately identified assets.

The Board of Directors shall notify the membership of any repeal, amendment or alteration of the bylaws within forty-five (45) days of enactment by the Board of Directors. Within thirty (30) days of delivery of the amended bylaws, ten percent (10%) of the voting members in good standing may petition the Board of Directors to reject or repeal any amendment or alteration made to these Bylaws by the Association Board of Directors. Upon receipt of the petition, the Board of Directors shall direct the Association Manager to send a written ballot by United States mail, private express, facsimile or other electronic delivery acceptable under Texas law to all voting members in good standing to reject or accept the proposed Bylaw changes. Two-thirds of the members voting may reject or repeal the amendment(s) or alteration(s). All ballots must be received at the Association office within thirty (30) days from the date of sending by the Association Manager. Members may return ballots by United States mail, private express, facsimile or other electronic delivery acceptable under Texas law.

Members have until December 7, 2011 (thirty days) if they wish to petition the IBBA Board of Directors.

Please contact IBBA Headquarters at 888.686.IBBA (4222) or admin@ibba.org if you have any questions.