Member Code of Conduct

1Who this applies to

This Code applies to every Member of the Wisconsin Digital Business Council, and to the
individuals a Member sends to WDBC meetings, events, committees, working groups and channels. A
Member is responsible for the conduct of its own personnel at WDBC activities.

It does not apply to how a Member runs its business. See section 5.

2What Members agree to do

1. Pay dues when due, on the terms stated at the point of purchase.
2. Be accurate about the relationship. Describe yourself as a member of WDBC. Do
   not describe WDBC as endorsing, certifying, approving, vetting or recommending your firm, its
   people, or its products — because it does not.
3. Use the marks as licensed. The WDBC name and marks may be used to state
   membership, in the form the Corporation provides, for as long as membership is current.
4. Comply with the Antitrust Compliance Policy at every WDBC meeting, event and
   channel, including informal and social ones.
5. Keep member-only material member-only where it is marked confidential, and do
   not republish another Member’s non-public information obtained through WDBC.
6. Be truthful in your application and tell us promptly if something material in
   it stops being true.
7. Treat people decently. Harassment, threats, and discrimination on the basis of
   a protected characteristic have no place at a WDBC activity.

3What will end a membership

Membership may be suspended or terminated only on one or more of the following grounds, and only
by the procedure in section 4:

1. Non-payment of dues 60 days after written notice.
2. A materially false statement in the membership application or renewal.
3. Misrepresenting the relationship with WDBC — in particular, claiming
   endorsement, certification or approval — after written notice to stop.
4. Breach of the Antitrust Compliance Policy.
5. Harassment, threats or violence at a WDBC activity.
6. A felony conviction or regulatory bar bearing directly on fitness to
   participate in the Corporation’s activities.

That list is exhaustive. There is no residual “conduct unbecoming”
ground, and none is implied.

4How a termination decision is made

1. Written notice to the Member stating the specific ground and the facts relied
   on.
2. At least 14 days to respond in writing.
3. An opportunity to be heard by the Board or a panel it designates, in person or
   by video, before any decision.
4. A decision in writing, stating reasons.
5. The affirmative vote of two-thirds of the directors then in office.
6. Recusal of any director who is employed by, or affiliated with, a direct competitor of
   the Member — from the deliberation as well as the vote.
7. A pro-rata refund of dues for the unexpired term.

A Member may resign at any time. Dues already paid are not refunded on resignation.

5What this Code deliberately does not do

This Code says nothing about what a Member charges, whom it hires, whom it solicits, where it
operates, what it advertises, or whom it deals with. Those decisions are the
Member’s alone, and WDBC will not attempt to influence them.

6Governance

This Code is adopted by the Board under Article XX of the Bylaws and may be amended by the
Board. It is not part of the Bylaws, and nothing in it confers membership rights within the
meaning of s. 181.0103(15), Wis. Stats. Membership in WDBC is a contractual relationship and
does not carry a vote in the governance of the Corporation.

7Acknowledgment

Members acknowledge this Code at registration and at each renewal.

I have read the WDBC Member Code of Conduct and the Antitrust
Compliance Policy, and I agree that my organisation and the individuals it sends to WDBC
activities will comply with both.