SECTION 1.1 The name of this corporation shall be SERVICE INDUSTRY ASSOCIATION (the "Corporation").

SECTION 1.2 The Corporation is incorporated in the District of Columbia as a non-profit corporation.

SECTION 1.3 The principal office of the Corporation shall be in the District of Columbia or in such other location approved by the Board.

SECTION 1.4 Service Industry Association is a nonprofit association of enterprises involved in the support of high technology products in the marketplace, represented by their top level executives, whose role is to promote the best possible range of alternatives & choices of services for those products, and support of the customers who use them.

SECTION 2.1 The purposes and objects of the Corporation shall be to enhance the high technology industry including but not limited to computer, medical, biomedical, and copier systems & products (hereinafter called the “industry”) by promoting an open environment of interdependence & cooperation between manufacturers, independent servicers and users by providing value-adding solutions for customers.

Service Industry Association will provide an array of industry value-adding services including:

• Enhancing an open environment of user choices
• Creating forums between vendors, servicers, & users for Education, Communications, and Information
• Promoting effective cooperation between manufacturers, independents, users and customers
• Encouraging adoption of new technologies processes and programs for improved services
• Facilitating successful adoption of high technology products & systems

Furthermore, the Association will promote, develop, establish and maintain a closer union and more complete organization of service companies by:

(1) Developing educational methods to foster increase and maintain the use of multi-vendor service and to enhance awareness of the service industry generally;

(2) Initiating, encouraging, and establishing ethical practices in the industry, in the relationships of service companies of all kinds and to take any and all steps and to do any and all things which may properly be considered advisable or necessary to eliminate unethical practices which may tend to bring the industry into disrepute;

(3) studying the economic problems confronting the industry and in particular to conduct and carry on campaigns and undertakings and to do all such things and to take all such steps as from time to time shall be considered necessary or advisable for the purpose of maintaining standards and qualities in the industry;

(4) Furnishing a clearinghouse for information and data of all kinds relative to, and in order to facilitate the conduct of, the Members' businesses and the economic management and protection thereof;

(5) Promoting and maintaining better relations between providers, distributors and manufacturers of supplies and services of all kinds to members of the industry and the public and labor;

(6) Doing and causing to be done all things to bring about complete cooperation and accord between providers of suppliers and services to members of the industry and the Members themselves to the end that each will attain a fair return on their respective investments and to do anything and everything necessary, suitable, useful and proper for the accomplishment of any of the aforesaid purposes or the attainment of any of the aforesaid objects.

SECTION 2.2 The Corporation shall not be conducted for the financial profit of its Members but shall be conducted f or the mutual benefit of its entire membership and the service industry at large.

SECTION 2.3 The following code of ethics shall form part of these Bylaws:
Dedicated to the principle that sound business relationships are based on mutual benefits, we Members of Service Industry Association do hereby pledge:
To offer our customers true value and dependable service in each and every transaction; to practice the Golden Rule in our relationships with our employees as well as with our customers; and to encourage our employees to improve their knowledge of the service business.

To keep ourselves informed of all laws and regulations relating to our business and to do anything and everything within the limits of the law to cooperate in their enforcement. We shall also interest ourselves in proposed legislation affecting our industry to guarantee that justice and fairness shall prevail, and that the best interest of our industry and customers shall be safeguarded.
To extend the same courtesies and consideration to our suppliers which we would like to receive from our customers.
To maintain a friendly and helpful relationship with our fellow businesspersons and, by example, lead to higher standards in our industry.
To display personal conduct that fosters dignity of the individual and encourages the Corporation and its Members to recognize individual rights, privileges and opportunities regardless of race, sex, religion, creed, national origin, age, or non-relevant physical or mental handicaps.
To interest ourselves in the civic welfare of the community in which we conduct our places of business and to support actively its civic and commercial enterprises.
To pursue no unethical tactics in our diligent quest of business.

SECTION 3.1 Member Qualifications. Regular full voting membership is open to all high technology service and support organizations including those with in-house self-servicers, the majority of whose operations are in service and/or support of systems manufactured by others. Any high technology organization including manufacturers, resellers and other related entities, which are willing to sign the Service Industry Association pledge of “open market support” will be admitted as a regular member. All others will be associate members. Regular and Associate members are voting members and eligible for board and office positions. Any Member Company that is purchased, acquired or merged with another company must sign the pledge again and the Company, which purchased, acquired, or merged with, must also sign the pledge in order to remain a Regular Member.

SECTION 3.2 Member Classification.

Each Member Company shall be either a Regular Member or an Associate Member.

(1) Regular Members are Members who sign the following pledge: (The Board shall have the power to rule on any questions that may arise).

The Pledge

Restrictive Policies:

We will not attempt to limit fair and open competition through any form of restrictive policies pertaining to the service and support of products manufactured, resold, integrated or supported by my company.

Software Licensing

We will make available unrestricted access or fair licensing pertaining to any operational and/or service software required to install, calibrate and repair, products manufactured by my company.

Repair Parts Sales

We will not prohibit or restrict the purchase of repair parts or components required to effectively maintain products manufactured by my company.

Documentation Sales

We will not refuse to sell, or offering to sell at restrictive prices, documentation required installing, calibrating or maintaining products manufactured by my company.

Training

We agree to make available the necessary training on products we manufacturer

Tech Support

We agree to make available Tech Support

Test Equipment

We agree to make available any test equipment required to support products we make

End of Life Equipment

We agree to make available end of life support on equipment

Cooperation

We will cooperate with other vendors, servicers, and users of other products or services in multi-vendor open systems environments.
_________________       ____________________________        _____________
Organization Name                   Authorized Signatory/Title                          Date

(2) Associate Members. Associate Members are all Company Members who are not Regular Company Members.

(c) Individual Members. A classification of individual member has been established for end-users & Customers of the equipment systems serviced and/or supported by members of the association. The membership is limited, must be approved by the Board, does not have voting rights, and cannot be on the Board. The individual members are at a reduced rate and have limited benefits as identified by the Board.

SECTION 3.3 Member Groups. In addition to being either a Service Company Member or an Associate Member, each Member shall belong to the Computer Service Group (“CSG”), the Medical Service Group (“MSG”), the Business Products Group (“BPG”) or any other industry group approved by the Board. No Member shall belong to more than one Group. A Member Group can also be a geographic area of the world such as a Country or Group of Countries.

SECTION 3.4 Admission to Membership. Any person or entity desiring to become a Member shall submit a formal membership application through the website to the Executive Director, who shall then submit it to the Membership Committee. Each applicant for membership shall, upon election to membership, pay to the Executive Director the dues as fixed for the ensuing year by the Board.

(1) Processing Procedure. Upon receiving a membership application, the Membership Committee shall ascertain that the applicant is qualified for membership as stipulated in Section 3.1 If adjudged qualified the Executive Director shall enter the applicant as a Member under the appropriate member classification and Group. Written notice of approval or rejection of said membership application shall be given promptly by the Executive Director to each applicant. A letter of rejection shall state the reason for the applicant's rejection and the procedure for appeal of membership denial, should the applicant wish to appeal the decision of the Membership Committee.

(2) Appeal of Membership Denial. If an applicant is denied membership or feels that it was placed in an improper member classification, the action may be appealed within fifteen (15) days in writing to the Board. The Board will then review the case at the next meeting, at which meeting the applicant may appear to offer its case.

SECTION 3.5 Voting Rights. Regular Service Company Members in good standing on the national membership roster shall be entitled to one vote on each matter submitted to a vote of the Members. Except as provided in these Bylaws or in the Articles, no matter need be submitted to the Members. Associate Members & Individual Members shall have no voting rights.

SECTION 3.6 Confidentiality. It shall be the duty of all Members to hold all proceedings of the Corporation, not officially released, in confidence and to refrain from any discussion and/or display of material or Corporation bulletins or any matter of an official nature to anyone other than another Member in good standing.

SECTION 3.7 Transferability. Memberships in the Corporation are not transferable.

SECTION 3.8 Member Representatives. In the case of Members other than individuals, representatives of such Members will only be owners, officers or senior managers with policy-setting authority of such Members.

SECTION 4.1 Subscription. Each Member shall, before being admitted to membership, agree to be bound by these Bylaws and all amendments hereto.

SECTION 4.2 Expulsion from Membership. Any Member found to be in willful violation of any provision of these Bylaws may be expelled from membership by a majority vote of the Board in attendance at a duly constituted meeting without recourse against the Corporation or its Members, officers, or Board, provided that such Member shall be given written notice at least 10 days before the expulsion is to be considered and shall be entitled to appear at the meeting to offer a defense.

SECTION 5.1 Certificate Authorizations. The Board may provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board.

SECTION 5.1 Eligibility. When a Member has satisfied the requirements for membership for the Corporation's current fiscal period, and if the Board shall have provided for the issuance of certificates of membership under this Article, a certificate of membership shall be issued to such Member in its name and delivered to it by or on behalf of the Secretary/Treasurer's office.

SECTION 5.2 Non-Transferable. All certificates of membership shall be non-assignable and non-transferable.

SECTION 6.1 Ownership of Insignia. All certificates of membership and membership cards, store placards, decals, cuts, mats, insignia or emblem and/or any other material of Corporate nature placed into the hands of any Member of the Corporation for use of said Member to indicate or otherwise note their connection with the Corporation shall remain the sole property of the Corporation and all of same shall be returned to the Corporation's Executive Director if and when said Member shall f or any reason whatsoever cease to be a Member in the Corporation.

SECTION 6.2 Discontinuance of Display. Any Member who shall for any reason cease to be a Member in the Corporation shall immediately discontinue the display, handling, mailing or distribution of any and all material indicating any affiliation with Service Industry Association.

SECTION 7.1 Resignations. Any Member may withdraw from membership by tendering a written resignation to the Board and a sum of money equal to all arrears in dues and any and all assessments and each and every installment thereof remaining unpaid on the date of tender of resignation.

SECTION 7.2 Withdrawals. If a Member withdraws from business, whether from normal cessation, bankruptcy, or otherwise, or changes the nature of its business such that it would no longer be eligible for membership based on the qualification requirements of Section 3.1 hereof, then its membership shall automatically terminate; provided, however, the Board may continue the membership of such Member upon application of such Member.

SECTION 7.3 Re-Election to Membership. No Member who has been expelled from membership in the Corporation shall be eligible for re-election to membership for at least one year from the date of expulsion. No former Member shall be readmitted until it has fulfilled its obligations to the Corporation, including payment of dues.

SECTION 8.1 Membership Dues. The Board may establish membership dues and the frequency and dates of payment. Should such dues be established, the Secretary/Treasurer shall so notify the Executive Director who shall then bill the dues to the Members. All dues are payable to the Secretary/Treasurer.

SECTION 8.2 Termination. Any Member failing to pay the dues within 60 days after they become due shall be notified in writing by the Executive Director by letter mailed to the Member's last known address. If said dues are not fully paid within 30 days from mailing of said notice, the membership and all incidental rights and privileges of such member may be considered terminated without further notice.

SECTION 8.3 Waiver of Dues. The dues of any member found to be in temporary financial distress may be waived by a majority vote of the Board.

SECTION 8.4 Payment in Advance. All new applications for membership or requests for reinstatement must be accompanied with all necessary fees and dues, in advance. No membership shall be accepted for a period of less than twelve months unless special permission is granted by the Board.

SECTION 8.5 Authorized Revenues. The Corporation shall raise no revenue other than that required to pay all of its legitimate expenses, including such unusual or extraordinary expenses as may be authorized and incurred from time to time at any regular or special meeting of the members or of the Board in furtherance of the business and objectives of the Corporation.

SECTION 9.1 Annual Meeting of Members. An annual meeting of the Members shall be held at the time and place selected by the Board.

SECTION 9.2 Order of Business. At each annual meeting there shall be reported to the Members the names of all officers and directors selected as provided in the Bylaws and the Members shall transact such other business as may properly come before such meeting.
At each annual meeting, the business of the Corporation shall be among the first matters to come before the meeting on the first day's order of business or the second, at the Board’s discretion.

SECTION 9.3 Special Meetings of Members. Special meetings of the Members may be held at any place upon call by the Board or upon demand in writing stating the object of the proposed meeting and signed by not less than one-third of the Members.

SECTION 9.4 Notice of Meetings. Written notice stating the place, day, and hour of the regular or special meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of such meeting, either personally or by mail, to each Member entitled to vote at such meeting.

SECTION 9.5 Quorum. Five percent of Service Company Members in good standing, in person or by proxy, shall constitute a quorum for all meetings of the Members. If less than a quorum be present at any meeting, then a majority of the Members present may adjourn the meeting to any time and place without further notice other than announcement at the meting until a quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.

SECTION 9.6 List of Members. A complete list of the members entitled to vote at any meeting, arranged in alphabetical order, with the address of each, shall be made available in the office of the Executive Director at least ten days before each meeting and taken to the place where such meetings are to be held, and during the whole time of such meeting to be open to the examination of any Member in good standing.

SECTION 10.1 Powers. Subject to the limitations of the Articles of Incorporation of the Corporation (the "Articles"), the Bylaws, and the District of Columbia Nonprofit Corporation Act, and subject to the duties of the Directors as prescribed by the Bylaws, all powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporations shall be controlled by, the Board of Directors of the Corporation (the "Board").

SECTION 10.2 Members of the Board. The Board shall consist of the following officers of the Corporation: the Chairman, the President, the Secretary/Treasurer, and the Executive Vice-President of each Group. All other Board members are Members at Large. Each member of the Board is referred to herein as a Director.

SECTION 10.3 Selection and Term of office. Except as herein provided, each Director shall hold office for a term coinciding with such Director's term as an officer of the Corporation, or until a successor shall be elected to such officer's title.

SECTION 10.4 Honorary Members. All persons formerly serving as Chairman, and not currently serving as a member of the Board or disqualified for good cause, shall automatically become honorary members of the Board. In addition, the Board may elect such other honorary members of the Board as it so chooses. Honorary member of the Board will be non-voting members of the Board and will not be counted when determining whether a quorum is present.

SECTION 10.5 Meetings. Meetings of the Board may be held at any place designated by the Board.

(1) Regular Board meetings shall be held at least once in each year held at the annual meeting of Members. Upon determination of the time and place of regular meetings, each Director shall receive notice thereof at least 30 days in advance.

(2) Special meetings of the Board may be called upon demand in writing stating the object of the proposed meeting and signed by a majority of the Directors. Each Director shall be notified personally or by letter mailed to their last known address at least 15 days in advance of the date fixed for such special meeting.

SECTION 10.6 Quorum. Fifty percent (50%) of the Directors in good standing, with at least two Directors representing each Group, shall constitute a quorum at either a regular or special meeting of the Board.

SECTION 10.7 Order of Business. At the regular meeting of the Board, the Board shall consummate the following business:

(1) The President shall submit a report showing the condition of the affairs of the Corporation and recommendations, together with a prepared budget for the ensuing year, for the approval of the Board at their regular meeting during the annual meeting of the Members.

(2) Receive and accept reports and recommendations from the Corporation's Standing Committees and those committees as appointed by the President.

(3) Approve the plans and programs as presented for the ensuing year.

(4) Perform such other business as may from time to time require action by the Board.

(5) The records of the Corporation's accounts receivable, accounts payable, inventory and other pertinent financial records shall be placed under the control of the administrator or accountant engaged by the Board f or the purpose of providing an annual audit to be presented at the mid-term board meeting.

(6) When these Bylaws are silent on an action in the conduct of the Corporation's business, Roberts Rules of Order shall prevail.

SECTION 10.8 Compensation. Directors shall receive no compensation for their services as Directors.

SECTION 10.9 Removal. The Board by a two-thirds vote may remove any Director from office for cause.

SECTION 10.10 Manner of Acting. 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, unless the act of a greater number is required by statute, these Bylaws, or the Articles.

SECTION 10.11 Indemnification. The Corporation shall provide indemnification to the full extent permitted by law, it being the policy of the Corporation to safeguard its directors, officers, management and employees from expenses and liability for actions they take in good faith in furtherance of the interest of the Corporation and its Members. For those expenses incurred in the ordinary and necessary business of the Corporation an expense report shall be promptly filed with the Executive Director unless the Executive Director incurs the expense in which case the report shall then be filed with the President. The Executive Director and staff handling money of the Corporation shall be bonded unless they are in the employ of an officer of the Corporation. The Board shall have processed for their joint and several benefit liability insurance without their personal expense in any regard, with an insurance company licensed to do business in all of these United States.

SECTION 11.1 Officers. The Corporation shall have the following officers: a Chairman, a President, a Secretary/Treasurer, and an Executive Vice President of each Group. The Corporation may also have such other officers as may be appointed by the Board. No person shall hold more than one office.

SECTION 11.2 Selection of Officers.

(1) Chairman. The Chairman shall be the immediate past President of the Corporation.

(2) President and Secretary/Treasurer. The President and the Secretary/Treasurer shall be elected by the Directors at a meeting of the Board held at or before the annual meeting of Members at which the officers representing the Groups are elected.

(3) Officers Representing Groups. The Directors representing each Group shall be elected by the Service company Members belonging to such Group. Elections for such Directors shall be held every other year, by ballot at the annual meeting of Members. Such ballots shall have printed thereon the names of all candidates for each office as selected by the Nominating Committee and blank spaces whereupon any Member may plainly print the name of choice if other than those printed on the ballot. The Executive Director shall count the ballots at the annual meeting and certify the results of the election. The ballots will be held for verification by the Board at their next meeting. The qualified person receiving the most votes for the respective office shall be elected.

SECTION 11.3 Qualifications. In order to be an officer of the Corporation, a person shall be a principal, or a member of senior management with policy setting authority, of a Service Company Member in good standing and, in the case of officers representing a particular Group, such Service Company Member must belong to such Group. No person may serve more than two consecutive terms in a given elective office of the Corporation.

SECTION 11.4 Term of Office. Each officer shall hold office for approximately two years, starting 30 days after the annual Member meeting at which officer elections were held and ending when his successor's term begins, unless such officer shall resign, be removed, or otherwise be disqualified to serve. Officers who are disqualified may result from acquisitions or mergers to a non-pledging company.

SECTION 11.5 Compensation. Except as provided herein, officers shall receive no compensation for their services as officers.

SECTION 11.6 Chairman. The office of Chairman of the Corporation shall be filled automatically by the immediate past President. No vote of the Directors or the Members shall be required. It shall be the duty of the Chairman to:

(1) Act as mentor to the President and attend all meetings of the Board and of the Members and to act as Chairperson of the Board.

(2) Verify the Corporation is in accordance with policies established by the Board to achieve the objectives for which the corporation was organized.

(3) Delegate adequate authority to enable the Board to carry out their responsibilities and authorities; see that their responsibilities and authorities are defined in writing and clearly understood.

(4) See that the Bylaws of the Corporation are observed.

(5) Keep the Board adequately informed of all matters of significance.

(6) Perform such other duties as from time to time may be assigned by the Board.

SECTION 11.7 President. It is the intention of the Corporation that the position of the President will be used to provide a successor to the Chairman upon completion of the Chairman's term of office. The objective of this position is to familiarize the Chairman's successor with the responsibilities of the Corporation's highest office and to provide a measure of continuity in its program. A vote of the Directors shall be required to elect the President. It shall be the duty of the President to:

(1) Act as CEO and preside over all meetings of the Board and the Members, and direct all operating activities of the Corporation. Perform the duties of the Chairman in the absence of the Chairman...

(2) Prepare an annual program outline concerning the development and improvement of the Corporation's services. This program outline, which shall incorporate the annual program outline prepared by the Executive Vice President of each Group, shall be submitted to the Board for approval or modification at the annual meeting. It is to serve as a guideline for the activities of the Corporation and the Groups for the following year.

(3) Analyze and appraise regularly the effectiveness of all operations to see that Corporation policies are observed and take corrective action as needed.

(4) Seek constantly for improvements in the Corporation and service to its Members.

(5) Develop coordination, cooperation and understanding among all persons holding of f ice in the Corporation, including directors and committee persons.

(6) Through the direction of efforts of fellow officeholders and personal initiative develop proposals for policies and activities which will encourage new membership and improved services to existing Members of the Corporation.

(7) Review the annual financial forecast and budget as prepared by the Finance/Audit Committee and make appropriate suggestions; submit the budget to the Board for its approval.

(8) Review financial implications of dues increase recommended by the Secretary/Treasurer and present to the Board for its approval or disapproval.

(9) Appoint the chairpersons and Members of committees as provided by the Bylaws, direct the chairpersons of committees, and coordinate the activities of all committees, analyze and appraise regularly the progress of committees to see that they are making suitable progress toward their authorized objectives, and keep the Board adequately informed on all matters of significance pertaining to committee activities.

(10) Perform such other duties as from time to time may be assigned by the Board.

(11) Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board or these Bylaws, the President may execute for the Corporation any contracts or other instruments which the Board has authorized to be executed. Such execution may be accomplished either with or without the seal of the Corporation, and either individually or with the Secretary/Treasurer.

(12) Make an annual report showing the condition of the affairs of the Corporation at the annual membership meeting. A copy of the report, including audited financial statements, will be made available to each Member of the Corporation upon request.

In the absence of the President, or in the event of the President's inability or refusal to perform, the duties of the President shall be performed by the Executive Vice President representing the Group with the largest number of Members. In the absence of such Executive Vice President, or in the event of such Executive Vice President's inability or refusal to perform the duties of the President as called for in this paragraph, the duties of the President shall be performed by the Executive Vice President representing the Group of the next number of members. When performing the duties of the President, an Executive Vice President shall have all the powers of, and be subject to all the restrictions upon, the President.

SECTION 11.8 Secretary/Treasurer. The Secretary/Treasurer serves as the secretary of the Corporation and as the chief financial officer of the Corporation. A vote of the Directors shall be required to elect the Secretary/Treasurer. It shall be the duty of the Secretary/Treasurer to:

(1) Record and keep minutes of all meetings of the Members (except for meetings of Members belonging to a specific Group) and the Board. Obtain minutes of all meetings of meetings of Members belonging to a specific Group, which minutes shall be recorded and kept by the Secretary of such Group. File with the Board, and insert in the minute book of the Corporation, copies of minutes of all meetings of the Members (including meetings of the Members belonging to a specific Group) and the Board, which copies shall be filed within 50 days of each such meeting.

(2) Maintain, or cause to be maintained through the Executive Director, a calendar record of dates on which various committees are required to take action.

(3) Advise all officers and Directors of their election or appointment.

(4) Be familiar with the Corporation's financial and investment policies and the accounting procedures, controls and financial reporting of the Corporation; consult with the President, Executive Director, and independent auditors on such matters; and act in an advisory capacity to the Board on such matters.

(5) Establish policies for providing adequate and timely financial statements reflecting the results of the Corporation's activities for submission quarterly to the Board, and annually to the membership.

(6) Advise the Board of causes for significant variances from budgeted revenues and expenses on a quarterly basis. Such information shall be obtained from the Executive Director, President or other parties concerned.

(7) Develop a plan for investing the Corporation's surplus funds and periodically determine that the plan is in effective operation. Such plan shall be approved by the Finance/Audit Committee before it is implemented.

(8) Determine that adequate safeguards over the Corporation’s assets exist in the system of internal accounting controls.

(9) Be a member of the Finance/Audit Committee; supervise the preparation of the annual financial forecast and budget; present them to the President for subsequent presentation to the Board for their approval or modification.

(10) Determine adequacy of current and long run financial policies regarding dues and other revenue sources and make recommendations to the President for changes deemed necessary.

(11) Provide for adequate documentation of financial and accounting policies and insure that they are understood by administrative employees of the Corporation.

(12) Supervise the collection and deposits of all monies in a bank to be designated by the Board, all subject to full control and order of the Board of the corporation.

(13) Supervise the keeping of an approved set of records of all receipts and all expenditures for the purpose of providing such financial accounting as is required by the President or Board at least once each year at an annual meeting thereof, or at any time as may be fixed by Bylaws or designated by the President or the Board.

(14) Assure that any necessary income tax reports are filed as may be required by law for a non-profit corporation.

(15) Arrange financial records to conform to the fiscal year of the Corporation.

(16) Perform such other duties as from time to time may be assigned by the President or the Board.

SECTION 11.9 Executive Vice President of Each Group. It shall be the duty of the Executive Vice President of each Group to:

(1) Assist and advise the President in the formulation and administration of Corporation policies.

(2) Prepare an annual program outline concerning the development and improvement of his Group's services. This program is to be submitted to the President for approval or modification at least 20 days prior to the annual meeting of the Members. It is to serve as a guideline for the activities of the Group for the following year.

(3) Prepare the agenda for any meeting of the Members of his Group.

(4) Perform such other duties as from time to time may be assigned by the President or the Board.

SECTION 11.10 Membership Chairman It shall be the duty of the Membership Chairman:

(a) Develop and implement a strategic plan to grow membership

(b) Report growth or decline to the Board

SECTION 12.1 Standing Committees. The President, with the approval of the Board, shall appoint the chairperson and members for the following Standing Committees from the Members of the Corporation, whose duties shall be determined by the Missions, Purposes, and objectives of the Corporation as approved from time to time by the Board:

(1) Membership Committee;

(2) Communication Committee;

(3) Convention Committee; and

(4) Such other committees deemed necessary from time to time by the Board.

SECTION 12.2 Special Committees. The President, with the approval of the Board, shall appoint the chairpersons and members of the following Special Committees (except that the immediate past Chairman shall automatically be a member of the Nominating Committee and serve as its chairperson) from the Members. The duties of these committees shall be to organize and supervise the operation of the Corporation as directed by the Board.

(1) Bylaws/Planning committee;

(2) Finance/Audit Committee;

(3) Personnel Policy & Selection Committee; and

(4) Nominating Committee.

The Nominating Committee shall select candidates for President and candidates for Secretary/Treasurer. In addition, regarding the officers representing a particular Group, the Nominating Committee shall review the recommendations of the Executive Vice President of such Group. The Nominating Committee shall make its recommendations regarding candidates for office to the Board, which will then make its recommendations regarding candidates for office to the Service Company Members (except with respect to President and Secretary/Treasurer) for approval.
The chairperson of each committee shall submit periodic progress reports to the President concerning the accomplishments and activities of such committee.

SECTION 12.3 Ad Hoc Committees. The Chairman may appoint such Ad Hoc Committees with the approval of the Board as may be deemed necessary to accomplish the objects and purposes of the Corporation. Any such committee shall be disbanded upon completion of its objectives; provided, however, it shall not exist beyond the next annual meeting unless renewed by the Board.

SECTION 12.4 Ex-Officio Member. The Chairman shall be an ex-officio member of all committees of which he is not a regular member.

SECTION 12.5 Reimbursement. Any officer or committee shall be entitled to claim any just out-of-pocket cash disbursement for postage and other disbursements necessary in carrying out the duties of their office. In the event of any special assignment requiring any expenditure in excess of $50 they shall first seek the approval of the President.
Nothing contained herein shall apply to the aforementioned expenses where a budget has been set and approved.

SECTION 13.1 Executive Director. An administrator or contractor, herein referred to as the Executive Director, may be hired by the Board in conjunction with recommendations of the President, who shall present a proposed contract of hire prepared with the advice of the Corporation's legal counsel.
The Board may at any time between annual meetings and upon advice from the President or at the request of the Executive Director and approval by the Board exercise its authority to make changes in the location of the office of the Executive Director as may be deemed advisable in the interests of the Corporation and the Members.

The Executive Director shall provide managerial coordination of the Corporation's headquarters, administration of the employed staff of the Corporation, and the Executive Director shall have complete responsibility for the operation of the Corporation in the pursuit of its objectives. The Executive Director's position does not call for the formulation of the policies under which the Corporation functions.

SECTION 13.2 Duties. The Executive Director's duties shall be set by the Board, but in any event shall include the following:

(1) Upon instruction of the President, prepare the agenda of or any meeting of the Members or of the Board. Each agenda shall conform to the "Order of Business" set forth in the Bylaws.

(2) Serve as the collector of material be included in the agendas of meetings of the Board and/or the Members.

(3) Submit the agendas of meetings to the President for approval and then forward it to Directors and/or Members with the appropriate notice of meeting.

(4) Assure the safekeeping of the seal of the Corporation, insurance policies of the Corporation, and any and all such other documents and vital records as may affect the Corporation. Said items shall be kept at the Corporation's principal business office and entry and access to such items shall be gained only by the Chairman, the President, the Secretary/Treasurer, and the Executive Director.

(5) Expend the funds of the Corporation as directed by the Board and the President and retain all receipts for any and all expenditures so directed. Unless provided for in the budget of the Corporation, no expense exceeding $1,000 shall be incurred without prior approval of at least one Director and no expense exceeding $2,000 shall be incurred without prior approval of at least two Directors.

(6) Cause the signature of the Secretary/Treasurer, the President, and the Executive Director to be registered at the depository as authorized to sign Corporation checks, any one of such signatures to be sufficient to cause any check to become legal.

SECTION 13.3 Authority. The Executive Director shall not bind the Corporation in any manner whatsoever beyond the acts approved by the Board.

SECTION 13.4 Non-member of Corporation. The Executive Director need not be a Member of the Corporation.

SECTION 14.1 The Board shall have the power to alter, amend, or repeal the Bylaws or to adopt new bylaws, provided such actions require the affirmative vote of two-thirds of all Directors voting with respect to such action.

SECTION 14.2 A proposed amendment to the Bylaws may be submitted by the Bylaws Committee to the Board. Any 10 or more Members in good standing may submit to the Bylaws Committee a proposal for an amendment to the Bylaws. All such proposals and presentations shall outline the names and addresses of the proponents when submitted to the Bylaws Committee. Upon receipt of a proposal for an amendment to the Bylaws, the Bylaws Committee shall review such proposal and then submit to the Board its recommendation regarding such proposal.

Upon dissolution of the Corporation the net assets of the Corporation, after payment of existing liabilities and expenses of liquidation, shall be given to one or more qualified non-profit organizations to be determined by the Board.

In the Bylaws, where the context admits, words in the masculine gender include the feminine and neuter genders, words in the singular include the plural, and words in the plural include the singular.