ARTICLE 2 – Membership

Section 2.1. Classes and Qualifications of Membership.  There shall be three classes of membership: (1) Operators; (2) Composite Manufacturers; and (3) General Interest. The Board of Directors shall determine and set forth in separate documents the qualifications, dues, and other conditions of the classes of members All members shall be subject to all policies and procedures established by the Board of Directors from time to time. All members shall have some degree of interest or involvement in the proper use of composite materials that are used to structurally repair pipelines, piping, and other pressure containing equipment (“Composite Systems”). Applications for membership shall be in such form and manner as prescribed by the board of Directors and shall be accompanied by the full amount of the current dues (if any).
Section 2.2. Voting Rights. The members shall have the right to elect Directors and officers in accordance with the procedures set forth in these bylaws. The members shall also have the right to vote on matters presented to the members by the Board of Directors, in the sole discretion of the Board of Directors. The members shall not have the right to vote on any matter not expressly described in these Bylaws or submitted to the members by the Board of Directors.
Section 2.3. Annual and Regular Meetings.  An annual meeting of the membership shall be held each year, at such time and place as shall be determined by the Board of Directors of the Corporation and communicated to the Corporation’s members. Currently, the annual meeting is held each September.  At such annual meeting, the voting members shall receive updates on the Corporation’s activities and transact such business as shall be included in the notice and agenda for the meeting.  Written notice of the place, date and time of each annual meeting of membership shall be delivered not less than thirty (30) nor more than sixty (60) days before the date of such meeting, either personally, by hand delivery, by mail, by facsimile transmission or by email to the Corporation’s members, at such members’ address as it appears on the books of the Corporation at the time such notice is given. The Board of Directors may establish regular meetings of the members, in addition to the annual meeting, in its discretion.
Section 2.4. Special Meetings.  Special meetings of the membership may be called by the Chair of the Corporation, by the Board of Directors, or upon request of twenty percent (20%) of the voting members.  Written notice of the place, date, time and purpose of each special meeting of the membership shall be given to the Corporation’s members not less than seven (7) nor more than sixty (60) days prior to the date thereof.  No business shall be transacted at a special meeting of the membership except as stated in the notice of such meeting.
Section 2.5. Place of Meetings.  Meetings of the membership shall be held at such places as may from time to time be determined by the Board of Directors or as may be specified in the respective notices or waivers of notice thereof.
Section 2.6. Record Date.  Only those individuals who are members of the Corporation at least ten (10) days immediately prior to the day upon which the Corporation transmits notice of any meeting to its members shall be entitled to receive notice of such meeting.
Section 2.7. Quorum and Manner of Acting.  The presence of at least twenty percent (20%) of the voting members shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting.  A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.
Section 2.8. Voting By Written Ballot.  Any action which may be taken at any annual or special meeting of the members (including the election of officers and Directors and amendment of the Bylaws) may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter.  Voting by written ballot shall be permitted to the fullest extent allowed by law, and shall be conducted as follows:
1. The ballot shall set forth each proposed action and shall provide an opportunity to vote either for or against each proposed action.
2. The number of ballots received by the Corporation must equal or exceed the quorum that would have been required had there been a meeting (i.e., the Corporation must have received a valid ballot from twenty percent (20%) or more of its voting members.
3.  Unless otherwise indicated in these Bylaws, a majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to each matter on the ballot.
4.  All solicitations for votes by written ballots shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve each matter, and specify the time by which a ballot must be received by the Corporation in order to be counted.
5.  To the fullest extent allowed by law, the election process may be completed by written ballots delivered to members and received from members by electronic mail or by an internet or other electronic-communications-based protocol as determined by the Board of Directors.
Section 2.9. Dues. Annual membership dues, if any, shall be in an amount set by the Board of Directors. Notification of upcoming annual dues shall be sent in December each year and dues must be paid no later than March of the following year. If dues are assessed, failure to pay dues by May shall be cause for removal from membership pursuant to Section 2.10. Annual membership dues shall not be prorated.
Section 2.10. Removal. Any member may be removed from membership by a two-thirds (2/3) vote of the Board of Directors only for cause, which is defined as:
a)  Failure to pay annual membership dues, if any, by May of each year.
b)  Willful action or conduct detrimental to the interests of the Corporation, or to its programs, policies, objectives or the harmonious relationship of its members, as determined by the Board of Directors.

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