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Bylaws

Article I - NAME

The name of the organization shall be The Association For Hose and Accessories Distribution.

Article II - OBJECTIVES

The objectives of the Association, as permitted by law, are:

  1. To promote a high standard of professionalism and integrity within the hose and accessory industry.
  2. To promote a better understanding and feeling of cooperation among members.
  3. To collect and distribute such information for the good of the trade as the Association may desire.
  4. To provide a medium through which its membership may be enabled to confer, consult and cooperate in the solution of problems affecting the industry.

Article III - OFFICES

Section 1. Principal Office. The principal office shall be in the City of Washington, District of Columbia.

Section 2. Office Locations. The Association may also have offices at such other places both within and without the Commonwealth of Pennsylvania, as the Board of Directors may from time to time determine or the business of the Association may require.

Section 3. Registered Office. The registered office shall be c/o CT Corporation System located in Philadelphia, Pennsylvania, or such place as may be determined, from time to time, by the Board of Directors.

Article IV - MEMBERS

Section 1. Classifications. There shall be five (5classes of Members: Distributors, Manufacturers, Associates, Affiliates, and Manufacturer Representatives.

Section 2. Qualifications. The qualifications and eligibility requirements of each class of members shall, from time to time, be fixed by the Board of Directors. Such qualifications and eligibility requirements shall be reasonable and germane to the purposes of the Association, and equally enforced as to new applicants and all existing members of the same class.

Section 3. Membership Application Procedures.

  1. Applications for all classes of membership shall be made to the Board of Directors in writing and signed by the Applicant. Applicants meeting the eligibility requirements adopted by the Members entitled to exercise a majority of the voting power of the Association entitled to vote at any meeting shall be approved by the Board of Directors.
  2. Where an Applicant is engaged in distribution, manufacturing and/or stocking as a marketing representative of a foreign manufacturer of hoses, coupling, clamps, or related accessories, the applicant shall be classified as a Distributor, Manufacturer, or Associate Member based upon whether its primary function is distribution, manufacturing, or marketing respectively. The Board of Directors shall decide which is that Applicant's primary function, taking into consideration volume of sales, both absolute and portion attributable to distribution.
  3. Applicants for Affiliate Membership shall be companies providing goods and/or services to members of the industrial hose and couplings industry, where those goods and/or services are not in conflict or competition with those manufactured, marketed, or distributed by Distributor, Manufacturer or Associate members.
  4. An applicant for a Manufacturer Representative Membership shall be an individual person who:
           i. Earns each year 50% or more of their annual aggregate revenues from commissions on sales in a defined geographic or market territory from NAHAD Member Manufacturers; and,
           ii. Is sponsored by two (2) NAHAD Manufacturer Members and two (2) NAHAD Distributor Members, who shall certify that the applicant possesses the highest qualities of professionalism, integrity and industry knowledge; and,
           iii. Commits to attending the NAHAD Annual Convention as a registrant at least every other year.

  5. Any reclassification of membership or rejection of membership shall be communicated to the Applicant in writing along with the reasons therefor, and the applicant shall be given an opportunity to produce additional information in writing to the Executive Committee of the Board of Directors no later than sixty (60) days after receipt by the Applicant of the reclassification or rejection. Decisions of the Executive Committee will be reviewed by the full Board of Directors and confirmed or rejected by a majority vote. The decision of the full Board shall be final.
  6. Upon written application and approval for membership pursuant to the procedures contained herein and upon the payment of any membership fee or dues and prescribed by the Board of Directors, the Applicant shall become a Member of the Association entitled to all the rights, privileges and obligations pertaining to the respective class of membership granted.

Section 4. Resignation and Termination of Membership.

  1. Resignation of Members shall be made in writing to the Board of Directors and shall be considered at a meeting of the Board following the receipt of the resignation. A tender of resignation shall not become effective until acted upon and accepted by a majority of the Board of Directors, provided, however, that no resignation shall be accepted if the resigning Member is in any way indebted to the Association for fees or otherwise. The tender of a resignation by a Member before the close of the Association's fiscal year shall not alter the financial obligations of such resigning Member to support the Association until the end of its fiscal year.
  2. A two-thirds vote of the Board of Directors is required for termination of membership, provided, however, the Member is given written notice ten (10) days prior to the action and is granted an opportunity to be heard by the Board of Directors before any action is taken.
    1. Termination shall be effected for failure by a member, for whatever reason, to maintain the eligibility requirements.
    2. Termination may be effected for one or more of the following reasons:
      1. Commencement of bankruptcy, receivership, reorganization, arrangement of liquidation proceedings, State or Federal, by or against any member.
      2. A transfer of control of the business of a member whether by sale, merger, consolidation or however else effected.
      3. Evidence of a Manufacturer or Associate Member competing directly with Distributor Members at user accounts thereby failing to market their products "primarily through distribution".
      4. Evidence of an Affiliate Member competing directly with any Distributor, Manufacturer or Associate member at user accounts.
  3. The failure by a Member to pay any dues, subscriptions, assessments, or fees specified by the Board of Directors within sixty (60) days from the time the same becomes due shall be reported to the Executive Vice President or Consulting Director and to the Board of Directors who may, at their option, suspend the member until payment is received or terminate the membership as specified in these By Laws.

Section 5. Membership Dues.

  1. The Association may levy dues or assessments, or both, on its Members. The annual dues for each Member or class of Members shall, from time to time, be fixed by the Board of Directors and payable at such time and by such methods of collection as prescribed by the Board of Directors.
  2. Dues shall be payable annually for a twelve (12) month period.
  3. Such dues or assessments, or both, may be imposed upon all Members of the same class either alike or in different amounts or proportions, and upon a different basis upon different classes of Members. Members of one or more classes may be made exempt from either dues or assessments, or both, in the manner or to the extent determined by the Board of Directors.

Article V - MEETINGS OF MEMBERS

Section 1. Annual Meetings. The Annual Meeting of Members shall be held at such time, at such location, and on such date of each year as may be fixed by the Board of Directors and stated in the Notice of the Meeting. Any business within the powers of the Association may be transacted at the Annual Meeting.

Section 2. Special Meetings. Special Meetings of the Members for any purpose or purposes may be called upon the written request of the President, Executive Vice President, a majority of the Board of Directors, or the members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the particular meeting. Calls for such meetings shall specify the general nature of the business to be transacted and the time and place of such meeting. No business other than that specified in the call shall be considered at any Special Meeting.

Section 3. Adjournments. Adjournments of any Regular or Special Meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each, as the Members present entitled to cast at least a majority of the votes which all Members present and voting are entitled to cast shall direct, until such directors have been elected.

Section 4. Notices of Meetings.

  1. Unless waived, written Notice of each Annual and Special Meeting stating the date, time, and place thereof shall be given by personal delivery or by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission, to each Member of record entitled to vote at or entitled to Notice of the Meeting. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person, or, in the case of telex, or TWX, when dispatched.
  2. Unless a greater period of notice is required by statute, written notice of every meeting of the Members shall be given by, or at the direction of, the Executive Vice President, not less than five (5) days before any such Meeting, not less than ten (10) days in case of amendment to the Articles of Incorporation, merger, sale of assets or dissolution, or not less than twenty (20) days prior to the date of any such Meeting where bulk mail notices have been sent to more than 100 members of record.
  3. Notice of a Special Meeting shall state the purpose or purposes for which the meeting is called.
  4. If mailed, such Notice shall be directed to the Member at his address as the same appears upon the records of the Association.
  5. If the Executive Vice President neglects or refuses to fix the time of a Special Meeting within sixty (60) days after the receipt of the request for such Meeting, or otherwise fails to give notice of such Meeting, the person or persons calling the meeting may do so.
  6. Any Member, either before or after any Meeting, may waive any Notice required to be given by law or under these By Laws. Such Member may waive Notice in writing, signed by the Member entitled to the Notice, and delivered to the Executive Vice President of the Association for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. Such Member may also waive Notice by attendance at such Meeting, in person or by proxy, unless attendance is to object.

Section 5. Place of Meetings. Meetings of Members shall be held at such place within or without the Commonwealth of Pennsylvania, at such place so stated in the Notice of the Meeting.

Section 6. Quorum and Voting.

  1. A meeting of Members of the Association duly called shall not be organized for the transaction of business unless a quorum is present. The Members entitled to exercise twenty-five percent (25%) of the voting power of the Association entitled to vote at any meeting, present in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting.
  2. A majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
  3. The holders of a majority of the votes cast at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall be present, subject to the limitations in Section 3, supra, or as otherwise restricted under the laws of the Commonwealth of Pennsylvania.
  4. The Members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
  5. Each Distributor, Manufacturer and Associate Member shall, at every meeting of the Members, be entitled to one (1) vote in person or by proxy; Members of all other classes shall not be entitled to vote at any Meeting of the Members.

Section 7. Determination of Members of Record.

  1. The Board of Directors may fix a record date for any lawful purpose, including, without limiting the generality of the foregoing, the determination of Members entitled to:
    1. receive notice of or to vote at any meeting; or,
    2. participate in the execution of written consents, waivers or releases.
  2. Said record date shall not be more than seventy (70) days preceding the date of any such meeting, or the date fixed for the receipt or the exercise of rights, as the case may be.
  3. If a record date shall not be fixed, the record date for the determination of Members who are entitled to Notice of, or who are entitled to vote at, a meeting of Members, shall be the close of business on the day next preceding the day on which the Notice is given, or if Notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining Members entitled to express consent or dissent to corporate action in writing without a meeting, when no prior action by the Board of Directors or other body is necessary, shall be the day on which the first written consent or dissent is expressed. The record date for determining Members for any other purpose shall be at the close of business on the day on which the Board of Directors or other body adopts the resolution relating thereto.
  4. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 8. Proxies.

  1. A person who is entitled to attend a Members' meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person or by such person's duly authorized attorney-in-fact and filed with the Executive Vice President of the Association.
  2. Unless a proxy provides for a longer period, it is not valid more than eleven (11) months after the date of its execution, but in no event shall a proxy be voted on after three (3) years from the date of its execution.
  3. No Member shall sell his vote or issue a proxy for money or anything of value.

Article VI - DIRECTORS

Section 1. Transaction of Business. The business of the Association shall be managed by its Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By Laws directed or required to be exercised or done by the Members.

Section 2. Number of Directors/Qualifications.

  1. The number of Directors of the Association, none of whom need be Pennsylvania residents, shall be thirteen (13), three (3) of which shall be either a Manufacturer Member or an Associate Member, and four
    (4) of which shall serve ex officio as set forth in ARTICLE X of these By Laws.
  2. The Board of Directors may, by a majority vote amending this Section of the By Laws, increase or decrease the number of Directors from time to time, provided, however, that any such decrease shall not eliminate any director then in office.

Section 3. Election of Directors.

  1. Directors shall be elected annually by mail ballot. All members in good standing and entitled to vote will receive a ballot, mailed to them at their place of business at least 60 days prior to the Association's annually scheduled Annual Meeting. Completed ballots shall be returned to a location, and by a date, specified in writing by NAHAD's Board of Directors.
  2. Verification of returned ballots, and counting of ballots will be conducted by an independent firm appointed by the Board. The nominated candidates receiving the greatest number of votes for each position shall be directors. In the event of a tie, a runoff ballot will be conducted. Results of the mail ballot will be announced at the Association's Annual Meeting of members by the chairperson of the Nominating Committee. Results will also be included in the next issue of NAHAD NEWS immediately following the Annual Meeting.

Section 4. Term of Office. Each Director shall hold office until the third Annual Meeting next succeeding his election and until his successor is elected and qualified, or until his earlier resignation, removal from office or death.

Section 5. Removal.

  1. By Members. Any Director may be removed, either with or without cause, at any time, by the Members entitled to cast at least a majority of the votes which all members present would be entitled to cast at any annual or other regular election of the Directors. In case of such removal, a new director may be elected at the same meeting.
  2. By the Board. Any Director may be removed for cause, at any time, by a vote of a majority of the Board of Directors. In case of such removal, a new director may be elected at the same meeting.

Section 6. Vacancies.

  1. Vacancies in the Board of Directors (other than a vacancy created by an increase in the number of Directors) may be filled by a majority vote of the remaining Directors (whether or not sufficient to constitute a quorum) and each person so elected shall be a Director to serve for the balance of the unexpired term.
  2. Any vacancy created by an increase in the number of Directors may be filled by a majority vote of the entire Board of Directors and each person so elected shall be a Director to serve until the next Annual Meeting of Members, whereat an election to fill such vacancy shall be held.

Section 7. Quorum and Voting.

  1. A majority of the whole authorized number of Directors shall constitute a quorum for the transaction of business, except that a majority of the Directors in office shall constitute a quorum for filling a vacancy on the Board other than a vacancy created by an increase of Directors.
  2. Whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, until a quorum shall be present.
  3. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Articles of Incorporation.
  4. Each ex officio Member of the Board shall have one vote on each and every matter that comes before the Board.

Section 8. Regular Meetings. Regular Meetings of the Board of Directors, or such other body, shall be held at such times and places, as the Board of Directors may, by resolution or By Law, from time to time, determine. Regular Meetings of the Board of Directors may be held without Notice; however, the Executive Vice President shall give Notice of each such Resolution or By Law to any Director who was not present at the time the same was adopted at a Regular Meeting.

Section 9. Special Meetings. Special Meetings of the Board of Directors, or other body, for any purpose or purposes may be called upon the written request of the President, Executive Vice President, or a majority of the Board of Directors or such other body, as the case may be, and shall be held at such times and places, as may be specified in such call. Calls for such meetings need not specify the nature of the business to be transacted.

Section 10. Notice of Regular or Special Meetings.

  1. Unless waived, written Notice of each Special Meeting stating the date, time, and place thereof shall be given by personal delivery or by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission, to each Director or Member of such other body. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person, or, in the case of telex or TWX, when dispatched.
  2. Unless a greater period of notice is required by statute, written notice of any Special Meeting of the Board of Directors or such other body shall be given by, or at the direction of, the Executive Vice President or the Committee Chairman, as the case may be, not less than five (5) days before any such Meeting.
  3. Except as otherwise required under Pennsylvania law, notice of a Special Meeting need not state the purpose or purposes for which the meeting is called.
  4. Any Director or Member of such other body, as the case may be, either before or after any Meeting, may waive any Notice required to be given by law or under these By Laws. Such Director or Member of such other body may waive Notice in writing, signed by the Director or Member of such other body entitled to the Notice, and delivered to the Executive Vice President of the Association for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. Such Director or Member of such other body may also waive Notice by attendance at such Meeting, unless attendance is to object.
  5. In the event a Regular or Special Meeting is held subsequent to a Member Meeting wherein a new Director or Directors were elected, no Notice shall be necessary to such newly elected Director(s) in order legally to constitute a meeting, provided a quorum shall be present.
  6. Regular Meetings of the Board of Directors may be held without Notice, subject to the limitations set forth in Section 8 of this ARTICLE, supra.

Section 11. Place of Meetings. Meetings of the Board of Directors or Members of such other body shall be held at such place within or without the Commonwealth of Pennsylvania, at such place so stated in the Notice of the Meeting.

Section 12. Use of Conference Telephone or Similar Equipment. One or more of all the Directors may participate in a Meeting of the Board or other body by the means of a conference telephone or similar communications equipment by means of which all participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.

Section 13. Compensation. All Members of the Board of Directors shall serve without compensation.

Section 14. Ex Officio Members of the Board of Directors. Each ex officio member of the Board of Directors is entitled to participate in meetings of the Board to the same extent as other members of the Board.

Article VII - COMMITTEESS OF DIRECTORS

Section 1. Designation of Committees. The Board of Directors may, by Resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Association, which to the extent provided in the Resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Association. Such committee or committees shall have such name or names as may be determined from time to time by Resolution adopted by the Board of Directors.

Section 2. Minutes. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 3. Discontinuance of Committees. The Board of Directors may, by Resolution passed by a majority of the whole Board, discontinue any committee designated under Section 1 of the ARTICLE.

Section 4. Compensation of Committee Members. Members of the Executive Committee or of any Standing or Special Committee shall serve without compensation.

Section 5. Standing Committees. The following Committees are considered as Standing, and can be changed by Resolution passed by a majority of the whole Board, from time to time, as the objectives of the Association warrant:

  1. Annual Meeting Committee. The Annual Meeting Committee shall organize, plan and coordinate the NAHAD Annual Meeting of Members. Considered the primary mechanism for the delivery of information, training and resources to the membership, as well as the primary source of NAHAD revenues, the Annual Meeting also serves as the focal point for NAHAD's year round activities, including transaction of all committee and board business, recognition of achievement by members and leadership, awarding of scholarship grants, and building relationships between distributors and manufacturers. The Annual Meeting Committee must be supported by all other committees, particularly Training/Education, Communications, and Management Information.
  2. Communications Committee. The Communications Committee shall provide timely, well-developed promotional material to address internal (members) and external (industry, trade press and public) issues. The Communications Committee shall strive to develop a positive image and higher visibility for NAHAD and our industry.
  3. Finance Committee. The Finance Committee shall review and approve the annual operating budget, disbursements, investments, and accounting functions for the Association.
  4. Membership Committee. The Membership Committee shall retain, solicit and recruit members to our Association. The Membership Committee shall review the qualifications of Membership Applicants and Members to ensure conformance with the eligibility criteria and to maintain the integrity of the Association.
  5. Management Information Committee. The Management Information Committee shall collect and analyze relevant data and information for distribution to the membership through the Communications Committee. The Management Information Committee shall establish appropriate surveys and mechanisms for review and compilation.
  6. Nominating Committee. At one hundred twenty (120) days prior to the first day of each Annual Meeting, the President shall appoint a Nominating Committee. The Nominating Committee, will receive, at least sixty (60) days prior to the first day of each Annual Meeting, nominations for eligible vacancies on the Board of Directors. It shall be the privilege of any member of the Association to place in nomination the name of any member eligible for such office. Appropriate notification and forms for submitting eligible nominees will be mailed to all members at least 90 days prior to the annual meeting. This committee shall select candidates by a majority vote of the committee to be approved by the Board of Directors for the various elective offices of directors and officers of the Association. Their report, containing the slate of candidates so selected, and approved, shall be presented to the members in the form of a written ballot which shall be mailed to all voting members at least 60 days prior to the Association's Annual Meeting. The voting members of the Association may vote for any individual so nominated and/or write in the name or names of other eligible members who have given their consent to be so nominated.
  7. Excess Inventory Committee. The Excess Inventory Committee shall focus on the collection and distribution of surplus goods reports throughout the year as a service to our membership. To accomplish its ends, this Committee shall work with, and in support of, the Communications Committee.
  8. Training/Education Committee. The Training/Education Committee shall provide managerial skills training for owners/managers, coupled with technical and sales training for company employees. This Committee shall also survey the membership
    (see Management Information Committee) to determine specific training and educational needs and desires of the Membership.
  9. Scholarship Committee. The Scholarship Committee shall establish and administer the NAHAD college scholarship programs.
  10. Manufacturer-Associate Liaison Committee. The Manufacturer-Associate Liaison Committee is established to assure representation of the views of the Manufacturer and Associate Members. This Committee is also responsible for coordinating all activities of the Manufacturer and Associate Members.

Section 6. Ad Hoc Committees/Special Committees.

  1. Long Range Planning Committee. From time to time, the Board of Directors shall, by Resolution passed by a majority of the Board, establish a Long Range Planning Committee to determine future strategic directions, clarify and refine NAHAD's Mission, goals, and objectives, and recommend specific actions for inclusion in future Annual Action Plans.

Article VIII - ACTION WITHOUT MEETING

Section 1. Any action required or permitted to be taken at a meeting of the Members of the Association or of the Board of Directors or any Committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof, or by all of the members of the Board or of such committee, as the case may be, and such written consent is filed with the Executive Vice President.

Section 2. If all the Directors shall severally or collectively consent in writing to any action to be taken by the Association, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors.

Article IX - OFFICERS

Section 1. General Provisions.

  1. The officers of the Association shall consist of the President, a First Vice President, a Second Vice President, the Immediate Past President, and the Executive Vice President.
  2. The Board of Directors may, in its discretion, create such offices and appoint such other officers, subordinate officers, and assistant officers as it may determine.

Section 2. Elections, Nominations and Appointments.

  1. The President, the First Vice President, the Second Vice President, and any other Vice President as designated by the Board of Directors, excluding the Executive Vice President, shall be elected by mail ballot by the members entitled to vote. The procedure governing nominations for such offices as set forth in ARTICLE VII, Section 5 (f), supra. Any number of offices may be held by the same person.
  2. The Board of Directors shall appoint all other officers and agents, who shall be determined by the Board, from time to time.

Section 3. Qualifications.

  1. The President and the two Vice Presidents, and any other additional Vice Presidents as may be provided by the Board, shall be an active employee or officer of a Distributor Member.
  2. Those officers appointed by the Board of Directors need not be an employee or officer of a Member.
  3. In the event an elected officer or director leaves the Member company where he was employed at the time of his election, such officer or director shall submit a letter of resignation to the Board of Directors. The Board of Directors will determine by majority vote whether to accept the resignation or request the individual to serve the remainder of his term.

Section 4. Term of Office.

  1. The elected officers of the Association shall hold office for a term of one (1) year and shall not serve more than two (2) consecutive terms.
  2. The appointed officers and agents shall hold their offices for such terms as shall be determined from time to time by the Board.

Section 5. Removal or Resignation.

  1. Removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors, or other body, with or without cause if in its judgement the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
  2. Resignation. Any officer may resign at any time upon written notice to the Association. The resignation shall be effective upon receipt thereof by the Association or at such subsequent time as may be specified in the notice of resignation.

Section 6. Vacancies. A vacancy in any office of the Association by death, resignation, removal or otherwise, however created, shall be filled by the Board of Directors.

Section 7. Compensation of Officers and Agents. All officers shall serve without compensation, except the Executive Vice President and any other officer designated, from time to time, by Resolution of the Board. The salaries of all compensated officers and any agents of the Corporation shall be fixed by the Board of Directors.

Section 8. Executive Committee. The officers and Immediate Past President shall comprise the Executive Committee. This Committee may conduct the business of the Association as delegated by the Board of Directors.

Article X - DUTIES OF OFFICERS

Section 1. President.

  1. The President shall be the chief elected officer of the Association, shall have general and active management responsibility of the business of the Association, and shall see that all orders and Resolutions of the Board of Directors are carried into effect. The President may delegate certain duties to other officers, from time to time, as necessary to manage the business of the Association, which duties are not inconsistent with this ARTICLE.
  2. Pursuant to ARTICLE VII, Section 5 (f), the President shall appoint a Nominating Committee for the Nomination of elected officers of the Association.
  3. The President of the Association shall be an ex officio member of the Board of Directors.
  4. The immediate past President of the Association shall be an ex officio member of the Board of Directors to serve until his successor qualifies, provided, however, that:
    1. such person served a full-term as President immediately prior to the annual election of directors and certain officers, or if he served less than a full-term by reason of filling a vacancy in the office of President, he served as First Vice President immediately prior to filling such vacancy;
    2. such person is an active employee or officer of a Distributor Member; and
    3. if such person either dies or resigns, the Board of Directors may fill his vacancy with the next most immediate past President, who meets the qualifications specified above, by a majority vote of the Board.

Section 2. First Vice President.

  1. The First Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.
  2. He shall perform such duties and have such powers as the President or the Board of Directors may from time to time prescribe.
  3. The First Vice President of the Association shall be an ex officio member of the Board of Directors.

Section 3. Second Vice President.

  1. The Second Vice President shall be responsible for supervising the financial affairs of the Association and shall approve all disbursements.
  2. The Second Vice President shall serve as the Treasurer of the Association for all purposes set forth under the laws of the Commonwealth of Pennsylvania.
  3. He shall perform such duties and have such powers as the President or the Board of Directors may from time to time prescribe.
  4. He may delegate certain duties to the Executive Vice President and Consulting Director, which duties are not inconsistent with Section 4 of the ARTICLE.
  5. The Second Vice President of the Association shall be an ex officio member of the Board of Directors.

Section 4. Executive Vice President and Consulting Director.

  1. The Executive Vice President and the Consulting Director, or if there be more than one, the Consulting Directors, shall perform such duties and have such powers as shall be specified, from time to time, by Resolution of the Board of Directors, which for the appropriate officer hereunder, or such other officer or assistant officers as the Board of Directors may designate, may include, but not be limited to, attending all meetings of the Board of Directors and all meetings of the Members, recording all the proceedings of such meetings in a book to be kept for that purpose, keeping in safe custody the seal of the Association and, when authorized by the Board of Directors, affixing the same to any instrument requiring it and, when so affixed, attesting the same by his signature.
  2. The powers and duties of the appropriate officer hereunder, or such other officer or assistant officer as the Board of Directors may designate, by Resolution of the Board, may also include, but not be limited to, having custody of the Association funds and securities donated to the Association, keeping full and accurate accounts of receipts and disbursements in books belonging to the Association, depositing all monies and other valuable effects in the name and to the credit to the Association in such depositories as may be designated by the Board of Directors, disbursing the funds to the Association subject to the approval of the Second Vice President and as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and rendering to the President and the Board of Directors an account of all such transactions of the financial condition of the Association when so requested by the Board.
  3. The Executive Vice President shall serve as the Secretary of the Association for all purposes set forth under the laws of the Commonwealth of Pennsylvania.
  4. The Executive Vice President shall be appointed by the Board of Directors and shall serve at the pleasure of the Board.

Section 5. Other Officers/Assistant and Subordinate Officers. The Board of Directors may appoint such other officers and assistant and subordinate officers as it may deem desirable. Each such officer shall exercise such powers and perform such duties as shall be prescribed from time to time by the Board of Directors. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties, and to fix their compensation.

Section 6. Duties of Officers May be Delegated. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties, or any of them, of such officers to any other officer or to any Director.

Article XI - INDEMNIFICATION AND INSURANCE

Section 1. Indemnification in General. The Association shall indemnify any person who was, is, or is threatened to be made a party to any legal proceedings, by reason of the fact that he is or was a director, officer, or member of a committee of the Association, or is or was serving in any other capacity at the request of the Association, against expenses (including attorney's fees and costs), judgements, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with any such legal proceeding except when such person is found to have been grossly negligent or to haveengaged in willful misconduct to the fullest extent permitted by the Pennsylvania Non-Profit Corporation Law

Section 2. Insurance. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, employee or agent of the Association, against any liabilities asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability.

Article XII - GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Association shall be fixed by Resolution of the Board of Directors.

Section 2. Annual Report of Directors. The Board of Directors shall present annually to the members a report, verified by the President and Executive Vice President or by a majority of the directors, showing in appropriate detail the following:

  1. the assets and liabilities of the Association as of the end of, and the principal changes therein during, the immediately preceding fiscal year;
  2. The revenue and disbursements of the Association for the immediately preceding year; and
  3. The number of members as of the date of the report, together with a statement of increase or decrease in such number for the immediately preceding year and the location where the names and addresses of current members may be obtained. The annual report shall be filed with the minutes of the annual meeting of the members. Section 3. Prohibition Against Inurement. The Association shall use its funds only to accomplish the objectives and purposes specified by these By Laws, and no part of said funds shall inure, or be distributed to the members of the Association.

Article XIII - AMENDMENTS TO BYLAWS

Except as otherwise provided herein, these bylaws may be altered, amended or rescinded by a majority vote of the Members entitled to vote thereon at any regular or special meeting duly convened, or by mail ballot, after notice to the Members of the meeting for that purpose and notice to the members of the proposed alteration, amendment, or rescission. Provisions regarding the requirements of notice set forth in these bylaws shall govern any notice of proposed Amendments to the same.

Article XIV - AMENDMENTS TO ARTICLES OF INCORPORATION

The Association may elect to amend its Articles of Incorporation, in the manner set forth herein.

  1. Proposal of Amendment. Every amendment to the articles shall be proposed by:
    1. the adoption by the Board of Directors or other body of a resolution setting forth the proposed amendment;
    2. Petition of members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to the Board of Directors and filed with the Executive Vice President of the Association; or,
    3. such other method as may be determined, from time to time, by the Board of Directors.
  2. Language of Resolution or Petition. The resolution or petition shall contain the language of the proposed amendment to the articles by providing that the articles shall be amended so as to read as therein set forth in full, or that any provision thereof be amended so as to read as therein set forth in full, or that the matter stated in the resolution or petition be added to or stricken from the articles. Any number of amendments may be proposed on any given occasion and included within any one resolution or petition.
  3. Voting by Members. The Board of Directors or other body or the petitioning members shall direct that the proposed amendment be submitted to a vote of the members entitled to vote thereon at a regular or special meeting of the members. The proposed amendment shall be adopted upon receiving the affirmative vote of the members present entitled to cast at least a majority of the votes which all members present are entitled to cast thereon.
  4. Notice. Written notice shall, not less than ten (10) days before the meeting of members called for the purpose of considering the proposed amendment, be given to each member of record entitled to vote thereon. There shall be included in, or enclosed with, such notice a copy of the proposed amendment or a summary of the changes to be effected thereby. Provisions regarding the requirements of notice set forth in these bylaws shall govern any notice of proposed Amendments to the Articles of Incorporation.

Article XV - DISSOLUTIONS

The Association may elect to dissolve voluntarily, and wind up its affairs in the manner as provided herein.

  1. Proposal of Voluntary Dissolution. Voluntary dissolution shall be proposed by:
    1. the adoption by the Board of Directors or other body of a resolution recommending that the Association be dissolved voluntarily;
    2. petition of members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast thereon, setting forth a resolution recommending that the Association be dissolved voluntarily, which petition shall be directed to the Board of Directors and filed with the Executive Vice President of the Association; or,
    3. such other method as may be determined, from time to time, by the Board of Directors.
  2. Voting by Members. The Board of Directors or other body or the petitioning members shall direct that the question of dissolution be submitted to a vote of the members entitled to vote thereon at a regular or special meeting of the members. The resolution shall be adopted upon receiving the affirmative
    vote of the members present entitled to cast at least a majority of the votes which all members present are entitled to cast thereon.
  3. Notice. Written notice shall, not less than ten (10) days before the meeting of members called for the purpose of considering the advisability of voluntarily dissolving the Association, be given to each member of record entitled to vote thereon and such purpose shall be included in the notice of the meeting.
  4. Distribution of Assets. On dissolution of the Association, any funds or assets remaining shall be distributed, as determined by the Board of Directors, and in accordance with the laws of Pennsylvania, to one or more trade associations or business leagues as defined in Section 501(c) (6) of the Internal Revenue Code of 1954, as amended, or to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors.