1¾«ĒD¸•••••NORMAL.STYEPSONFX–@BOXTXT = BY-LAWS OF THE MASONRY HEATER ASSOCIATION OF NORTH AMERICA INCORPORATED ARTICLE I: NAME The name of the association shall be THE MASONRY HEATER ASSOCIATION of North America, a mutual benefit, non-profit corporation, hereafter referred to as the Association. ARTICLE II: OBJECTIVES The particular purposes for which the Association is formed are: 1. (a) To promote and increase the use of masonry heaters and other high thermal mass solid fuel appliances in the area hereafter described. (See Article VIII) (b) To inform and educate the users and builders of masonry heaters in the area as to the use and merits of these devices and systems. (c) To encourage and assist research and investigation with reference to utilization of products and concepts of the masonry heater industry in the area. (d) To establish an entity which will be instrumental in the formation, adoption and maintenance of specifications and standards of excellence for the manufacture, sale, delivery, design and construction of masonry heaters for the protection of the public and the good name of the masonry heater industry, and to work in cooperation with others outside the Association for the common, or public, good. NOTE: The phrase "users and builders of masonry heaters" as it appears in paragraph (b) above, refers to architects, engineers, designers, educators, students, heater builders, mason contractors, brickmasons, code officials, building inspectors and others involved in the construction industry, and, in addition, the general public. 2. To purchase or otherwise acquire, own, sell, assign, transport, or otherwise dispose of real and personal property of every kind and description. All property, both real and personal, is to be used or disposed of only in the interests of the Association and in furtherance of its objectives and the contract for the performance by others at work or service deemed necessary or desirable in carrying on or for furthering the purposes of the Association, and in the upkeep, improvement or preservation of the Association's property interests. It is the Association's desire and intent that it be known that its objectives are dominantly educational, ethical, moral, social, and non-profit. Furthermore, the Association accepts these By-Laws as its constitution for all purposes necessary to comply with requirements of the Internal Revenue Service of the United States of America and for such other purposes as the Association may benefit thereby. 3. To conduct business in the area and to have one or more offices at such places as may be necessary from time to time and as approved by the Board of Directors. 4. To have such other powers in furtherance of the foregoing objectives as are usually possessed by similar organizations with similar purposes. ARTICLE III: GOVERNING AUTHORITY The Association is governed and operated in accordance with the laws of the State of Delaware, which is the state of its incorporation, these by-laws, the instruction of its members, and of its Board of Directors and Officers. ARTICLE IV: MEMBERSHIP Section 1: Eligibility Builder Membership Any individual, firm, corporation, or association engaged in the design, construction, or building of masonry heaters in any form in the area shall be eligible to become a full voting member in accordance with Section 3 of this Article. Manufacturer Membership Any individual, firm, corporation, or association engaged in the manufacture, sale or promotion of masonry heaters or their material components in any form in the area shall be eligible to become a full voting member in accordance with Section 3 of this Article. Affiliate Membership An affiliate membership in the Association shall be limited to any individual, partnership, association or corporation interested in the furtherment of the masonry heater industry, but not actively engaged in the manufacture, construction or sale of masonry heaters or their material components. While this type of membership is generally intended for architects, engineers, designers, students, educators, code officials, and those of similar occupations and professions, it may, at the option of the Board of Directors, be extended to Builder Members and Manufacturer members. Affiliate members may attend all regular meetings of the Association and enter into discussion; however, they may not vote or hold office in the Association. Other restrictions may apply to affiliate members as determined by the Board of Directors. Acceptance as a member in any of the listed categories is subject to the recommendation of the membership committee and approval by the Board of Directors at the quarterly meeting following submission of the prospective member's application and the first year's dues. Those applying for membership may attend the meeting. Annual dues for all members shall be determined for each fiscal year, according to membership category as listed in this Section, by the Board of Directors. Special assessments may be levied against all membership categories except against those holding affiliate membership. Section 2: Voting (a) Each voting member shall appoint and certify to the Secretary of the Association an individual to be its Official Representative, who shall present, vote, and act for the member in all affairs of the Association. The individual so appointed shall serve in that capacity until the member represented notifies and certifies to the Secretary any change of his/her Official Representative. (b) Each voting member may designate an Alternate Representative who shall act for the member in the absence of the Official Representative. Any number of representatives of a member may attend the meeting and have the privileges of the floor, but only one vote shall be cast by each voting member. (c) Only voting members in good standing shall be entitled to one vote or act on any issue whether by their Official Representative, Alternate Representative, proxy, or by mail referendum. [See this Article, Section 5 and Article IX, Section 2(b)] (d) From time to time, the Secretary, described below, shall, in consultation with the other Officers, prepare a list detailing the privileges and rights accompanying Voting Member status. Section 3: Election of Members Upon the approval of the Board of Directors, and the affirmative vote of a majority of a quorum of the members of the Association, each prospective member who has submitted a membership application and the first year's dues, shall be accepted into the Association according to the membership category for which the prospective member applied and subject to the ruling of the Board of Directors. Section 4: Quorum At any meeting of the Association, 20 % (twenty per cent) of the voting members of the Association, entitled to vote, must be represented in person or by proxy in writing, and such percentage shall constitute the quorum for any and all purposes with the exception of any changes or addendum to the By Laws of this association. In the absence of a quorum, the meeting may proceed with all action taken subject to confirmation by a mail referendum. Section 5: Mail Referendum Whenever, in the judgment of the President, any question shall arise which he/she considers should be put to a vote of the voting members, and when he/she deems it inexpedient to call a special meeting for such purposes, he/she may, unless otherwise required by these By-Laws, submit such matters to the voting members in writing by mail for vote and decision, and the question thus presented shall be determined according to the vote received by mail within thirty days after such submission to the voting members just as though the vote were cast at a regular or special meeting of the voting members, provided that in each case votes of at least sixty percent (60%) of the voting members shall be received. Any and all such action taken in pursuance of mail vote in each such case shall be binding upon the Association and its members. Likewise, a mail referendum may be ordered by written request to the President by twenty-five percent (25%) of the voting members of the Association. Section 6: Order of Business The order of business for meetings of the Association shall be as determined by the President. In the absence of the President, the acting presiding officer shall determine the order of business. The order of business may be altered at any meeting by a majority vote of the voting members present. Robert's Rules of Order shall govern except when otherwise provided in these By-Laws. ARTICLE VI: BOARD OF DIRECTORS Section 1: Government of Association The affairs of the Association are to be governed by its Board of Directors, hereinafter called the Board. The Board shall be comprised of 9 members, 4 of whom shall be the elected Officers, described below. Furthermore, Board shall be composed of a minimum of 5 Builder members. Section 2: Duties The Board shall have control and management of the affairs of the Association with authority to conduct the business of the Association. ˙Section 3: Election of Board Members ˙ All members of the Board of Directors shall be elected by a majority of a quorum of the voting members at the regular annual meeting of the Association, or at a special meeting called for that purpose. The members of the Board of Directors shall hold office for a period of two years, or until their successors are elected. Section 4: Vacancies Any vacancies that may occur on the Board by reason of death, resignation, loss of member voting rights, or otherwise, shall be filled by the appointment of a new Director. The new Director shall be chosen by a two-thirds (2/3) vote of the current members of the Board and shall remain on the Board until confirmed or replaced by a two-thirds (2/3) vote of the members of the next regular gathering of the Association in full meeting assembled. ARTICLE VII: OFFICERS Section 1: Number of Officers The officers of the Association shall be the President, the Vice-President, the Secretary and the Treasurer. Section 2: Election of Officers All officers shall be elected by a majority of the quorum of the voting members at the regular annual meeting of the Association, or at a special meeting called for that purpose. The officers, so elected, also become members of the Board of Directors upon installation in their offices. Section 3: Installation of Officers All officers duly elected in accordance with this Article, Section 2, shall be installed, and take office, within sixty (60) days of the election of officers. Section 4: Terms of Officers All officers shall be elected in accordance with this Article, Section 2, shall hold office for a period of two years or until their successors are elected. Section 5: President The President shall be the Chief Executive Officer of the Association. He/she shall preside at all meetings of the Association. The shall have general charge of the business of the Association, shall execute with the Secretary, in the name of the Association, all deeds, bonds, contracts, and other obligations and instruments authorized by the Board of Directors to be executed. Section 6: Vice President The Vice-President shall be vested with all the powers and perform all of the duties of the President, in case of the absence or disability of the President. The Vice-President shall also have such other powers and shall perform such other duties as may assigned to him\her by the Board of Directors. Section 7: Secretary The Secretary shall keep or cause to be kept full and accurate minutes of all proceedings of the meetings of the Association in books provided for that purpose. He/she shall attend to the giving and serving of notices of all meetings of the Association, all deeds, bonds, contracts, and other obligations, and instruments authorized by the Board of Directors to be executed. He/she shall be the custodian of the corporate seal of the Association, and, when so ordered by the Board, shall affix the seal to deeds, bonds, contracts, and other obligations and instruments. He/she shall keep and have charge of the journal of meetings of the Board, the Book of By-Laws, and such other books and papers as the Board may direct. He/she shall, in general, perform all duties incident to the office of Secretary, subject to the control of the Board of Directors. Section 8: Treasurer The Treasurer shall keep or cause to be kept full and accurate accounts of the receipts and disbursements of the Association in the books to be kept for the purpose. He/she shall receive and deposit or cause to be received or deposited all monies and other valuables of the Association, in the name of and to the credit of the Association, in such depository as may be designated by the President or by the Board of Directors. He/she shall render or cause to be rendered to the President, and to Board, whenever they may require, accounts of all his/her transactions as Treasurer, and of the financial condition of the Association. He/she shall, in general, perform all of the duties incident to the office of Treasurer, subject to the control of the Board. At the expiration of his/her term of office, the Treasurer shall deliver over to his/her successor, or in the absence of a Treasurer-Elect, to the President, all books, monies and other property. Section 9: Vacancies Vacancies caused by the death, resignation, loss of voting member status, or otherwise, of any of the officers, shall be filled by interim appointment by the Board until the next annual election, or special meeting or mail referendum called for that purpose. Section 10: Removal for Cause Any elected officer or member of the Board of the Association may be removed from office for conduct on his/her part likely, in the opinion of the Board, to endanger the welfare, safety, interest or character of the Association by the affirmative vote of two-thirds (2/3) of the members of the Board provided, however, that notice in writing together with a copy of the charges and specification shall have been sent to such officer or member of the Board at least twenty (20) says before the meeting of the Board, where such action shall be considered and an officer or member of the Board so accused may appear before the Board at that meeting. The majority decision of the Board of Directors at such meeting shall be final. ARTICLE VIII: AREA OF THE ASSOCIATION The area of the Association shall be as follows: All of the fifty (50) United States of America, and all of the ten Provinces and the two Territories of Canada. ARTICLE IX: FISCAL ADMINISTRATION Section 1: Fiscal Year The fiscal year shall begin January the 1st of each year. Section 2: Dues (a) Dues and assessments shall be established and may be modified at any meeting of the Board by a majority of the Board members entitled to vote. (b) A member or his/her Official Representative will lose his/her right to vote on any issue if his/her dues are sixty (60) days or more in arrears at the time of any vote in person, by proxy, or by mail referendum. His/her right to vote shall be restored upon his/her payment of dues that are in arrears and upon acceptance of the payment by the Association. At the start of each meeting of the Association, the Treasurer shall advise the President, the Secretary, and other Board members present of the status of any member of the Association who is not entitled to vote at that meeting. (c) The Treasurer shall be authorized to assess a past due service charge to the account of any member whose dues account is in excess of sixty (60) days delinquent. The amount and terms of the assessment shall be determined by action of the Board and may be changed by the Board at any time. The Board may also exempt a delinquent member from specific past due service charges if the Board determines special circumstances justify such exemption. ARTICLE X: AMENDMENTS These By-Laws may be repealed or amended or new By-Laws may be adopted at any regular annual meeting or at any other meeting of the Association called for that purpose by a vote representing a simple majority of the members entitled to vote. The written consent of the majority of the members entitled to vote shall also be effectual to repeal or amend any By-Laws or to adopt additional By-Laws. ARTICLE XI: DISSOLUTION Upon winding up and dissolution of the Association, after paying or adequately providing for the debts and obligations of the Association, the remaining assets shall be distributed to a non-profit fund, foundation, or association which is organized and operated exclusively for charitable, educational, and/or scientific purposes, and which is in a position to utilize the funds in such a manner that would further the interests of the masonry heater industry ultimately and which has established its tax-exempt status under the appropriate section of the Internal Revenue Code. DUES FOR THE ASSOCIATION Dues for Association are to be established at $200.00(US) per year for voting members which include: builder, dealer or manufacturer classifications. Dues for affiliate members, which is a non-voting classification for membership, shall be established at $100.00 per year. Your payment is due on January 1, 199_.  (5/3/92 5/3/92