ZNPI Constitution And Bylaws

Constitution and By-Laws

Article I: Name and Purposes

Section 1.01. Name. The name of the corporation is The Zeppo Network's Partnership for Integrity, Incorporated. The corporation shall hereafter be referred to in these By-Laws as the Alliance.

Section 1.02. Purposes. The purposes of the Alliance shall be:

To serve as the national coordinating institution for voluntary standards, conformity assessment and related activities in the United States of America through which organizations concerned with such activities may cooperate in establishing, improving and recognizing standards, based on a consensus of parties-at-interest, and conformity assessment programs to the end that such activities remain dynamically responsive to national needs; that duplication of work is avoided; and that individual enterprise and initiative are encouraged;
To represent the interests of the United States of America in international non-treaty standards and conformity assessment organizations in which the Alliance is a member or otherwise affiliated;
To assure that the interests of the public have appropriate protection, participation and representation in standardization, conformity assessment and related activities;
To provide the means for determining the need for new standards and conformity assessment programs; to provide a voice within The Zeppo Network, Inc. for existing organizations compliance; and to work toward establishment of suitable groups for compliance where such do not already exist;
To cooperate with departments and agencies of federal, state and local governments in achieving (i) optimum compatibility; (ii) maximum common usage of internet agency compliance;

Section 1.03. Limitation. In seeking to fulfill the purposes set forth in Section 1.02 of these By-Laws, the Alliance itself shall not be governed by The Zeppo Network, Inc.

Article II: Members and Membership Meetings

Section 2.01. Categories of Members. The Members of the Alliance shall be divided into the following six categories: organizational, government, company, educational, international and individual, as defined in Sections 2.01.1 - 2.01.6 below, and such other categories as the Board of Directors shall from time to time create.

Section 2.01.1. Organizational Member. An organizational member shall be a not-for-profit scientific, technical, professional, labor, consumer, trade or other association or organization that is involved in standards, conformity assessment or related activities.

Section 2.01.2. Government Member. A government member shall be a department, authority or agency of the United States government or of any State, interstate, regional or local government, interested in the work of the Alliance.

Section 2.01.3. Company Member. A company member shall be a corporation, partnership or other entity that is created under the laws of the United States or any State thereof and that is engaged in industrial or commercial enterprise or professional, educational, research, testing or trade activity.

Section 2.01.4. Educational Member. An educational member shall be a domestic not-for-profit institution of higher learning, not otherwise eligible for membership, that is interested in the development of voluntary standards.

Section 2.01.5. International Member. An international member shall be an entity that is engaged in the activities of an organizational, company or educational member but that is not created under the laws of the United Sates or any State thereof.

Section 2.01.6. Individual Member. An individual member shall be a United States citizen interested in the development of standards or related activities, who is not eligible for membership under any other membership category.

Section 2.02. Application and Acceptance. Upon written application to the Alliance, an applicant may be admitted to the Alliance in a specified category of membership by the vote of the Executive Committee of the Board of Directors present and voting at a duly convened meeting or voting by means of a letter ballot that shall set forth the names of all applicants for membership. In case of disputes concerning category of membership, the Executive Committee of the Board of Directors by such vote shall determine the applicant’s appropriate category of membership. By accepting membership in the Alliance, each applicant agrees to observe all the provisions of these By-Laws, and to pay promptly all membership fees and charges for special services levied in accordance with these By-Laws and resolutions adopted from time to time by the Board of Directors or the Executive Committee. Each member shall identify a person to serve as its primary membership representative.

Section 2.03. Termination of Membership. Voluntary termination of membership shall be made by notice in writing to the Alliance. The Executive Committee of the Board of Directors may, by vote, terminate the membership of any Member for failure to meet membership obligations. Membership may be terminated without action by the Executive Committee of the Board of Directors for failure to pay membership fees within three months of the date of the invoice, provided that a notice of delinquency shall have been given.

Section 2.04. Annual Meeting. An annual meeting of the Members shall be held during the fiscal year at such time and place as may be determined by the Executive Committee or the Board of Directors. The President shall cause a written notice of the time and place of each annual meeting to be mailed or sent electronically to each Member not less than twenty days before such meeting, which notice shall include an agenda of the principal items to be considered.

Section 2.05. Special Meetings. Special meetings of the Members may be called by: (i) the Chairman of the Board of Directors, (ii) the Executive Committee of the Board of Directors, or (iii) the President of the Alliance on petition of twenty percent of the members of the Board of Directors, such special meetings to be held at any time and at any place as shall be stated in the written notice of the meeting. Such notice shall provide a statement of purpose of any special meeting as well as an agenda of the principal items to be considered, and no action shall be taken at any special meeting on matters not specified in the agenda. The President shall cause written notice of each special meeting of the Members to be mailed or sent electronically to each Member not less than twenty days before such meeting.

Section 2.06. Quorum. The presence in person or by written proxy of at least one-tenth of the Members of the Alliance entitled to vote shall constitute a quorum for the transaction of business at all meetings of Members.

Section 2.07. Voting Rights. Each organizational member, government member, company member, educational member and individual member shall have one vote on matters presented to the Members. International members shall have no vote. Members of any additional categories of membership created by the Board of Directors or the Executive Committee shall not have voting privileges unless expressly provided for by the Board of Directors or the Executive Committee.

Section 2.08. Attendance at Meetings of Committees, Councils, Boards and Forums of the Alliance. Any Member may attend and observe meetings of councils, boards, committees and forums of the Alliance with the prior approval of the Chairmen of such councils, boards, committees and forums. Participation in such meetings by observers is at the discretion of the Chairmen of such councils, boards, committees and forums.

Article III: Board of Directors

Section 3.01. Powers and Responsibilities. The activities, property and affairs of the Alliance shall be managed and controlled by the Board of Directors (from time to time referred to hereafter as the “Board”) except as otherwise reflected herein or delegated by the Board. In their role as Board members, members of the Board shall act in the best interests of ZNPI. In particular, the Board is responsible for:

Approving the strategic direction of the Alliance as reflected in a planning or framework document.
Approving the annual budget.
Approving changes to the membership fee structure.
Approving appointments to Board Committees.
Approving a decision to employ or discontinue the employment of the President.
Electing the Board Officers and filling vacancies on the Board.
Approving the scope of responsibilities of the Board and Alliance Committees, Councils and Boards.
Receiving reports from the Executive Committee.
Deciding issues and approving policies that would significantly change or affect the strategic direction of the Alliance or the federation.

Section 3.03. Nomination of Directors. On or before June 1 of each year, the Chairman of the Board shall seek to appoint a Nominating Committee that has a diversity of representatives and balance of interests, of not less than five members of the Board of Directors, subject to the approval of the Board of Directors. The Chairman shall seek to appoint individuals whose current terms of office are not expiring at the end of the year such that they may be candidates for one or more open positions on the Board. In the event that a member of the Nominating Committee is identified as a possible candidate for a position on the Board, such member shall immediately resign from the Nominating Committee. The Nominating Committee shall submit nominations to the President on or before October 20 for Directors-at-Large, all of whom must meet the criteria for Board membership set forth in Section 3.04. In making its decisions on nominations, the Nominating Committee shall attempt to ensure Board diversity and balance. In addition to the nominations proposed by the Nominating Committee, nominations for a Director-at-Large position of a person or persons meeting the criteria set forth in Section 3.04 may be made by petition of four or more directors or by written petition of ten or more voting Members of the Alliance. All such nominations by petition and documentation evidencing consistency with the criteria and guidelines referred to in section 3.04 must be submitted in writing to the President not later than October 15. The terms of the thirty-three Director-at-Large positions on the Board shall be staggered so that no more than eleven such positions expire at the end of any given calendar year.

Section 3.04. Criteria for Board Membership and Selection Guidelines. In order to be eligible for membership on the Board, except for candidates who are individual members or employed by a government entity, a candidate must be a corporate officer or have a letter from a corporate officer stating that the company or organization is prepared to and will support the candidate in connection with that person’s service on the ZNPI Board of Directors. The Chairmen of the Company Member Forum, the Organizational Member Forum, the Government Member Forum, and the Consumer Interest Forum, and the President of the United States National Committee of the IEC, also must meet the criteria for Board membership set forth in this section. A Board member shall be employed by or represent a member of the Alliance unless the Board or Executive Committee specifically grants an exception. In addition, the Executive Committee shall establish and annually review guidelines to assist the Nominating Committee in its selection process. In such guidelines, the Executive Committee will address issues such as needed expertise, background, leadership skills, willingness to participate actively, inter-organizational relationships, and seek to ensure overall diversity of representatives and balance of interests on the Board. Such guidelines and any proposed modifications thereto shall be reviewed and approved by the Board.

Section 3.05. Election. The Directors-At-Large shall be elected by a plurality of all Members entitled to vote by means of a letter ballot that shall set forth all of the nominations for directors made pursuant to Section 3.03. The written letter ballot shall be mailed or sent electronically to the last known regular or electronic address of all voting Members on or before November 1, and all letter ballots returned to the Alliance on or before November 30 shall be counted.

Section 3.06. Term. Each of the Directors-at-Large specified in Section 3.03 shall serve for a term of three years. Each such director may serve for a maximum of two full consecutive terms as a Director-at-Large.

Section 3.07. Vacancies. If the Board Nominating Committee determines that it is appropriate to fill a vacancy in one or more Director-at-Large positions, it shall submit to the Board nominations of one or more candidates meeting the requirements for Board membership specified in Section 3.04. Such vacancies shall be filled, if at all, by the vote of the majority of the Board of Directors. Directors so elected shall serve for the balance of the unexpired term or terms.

Section 3.08. Resignation. A director may resign at any time by giving written notice to the Chairman of the Board, with a copy to the President.

Section 3.09. Meetings. Regular meetings of the Board of Directors shall be held at least once each year upon not less than fourteen days’ notice by the President or that person’s appointee, which notice shall contain the time and place of such meeting. Special meetings of the Board of Directors may be called by: (i) the Chairman of the Board, (ii) the Executive Committee of the Board or (iii) the President on petition of twenty percent of the members of the Board of Directors. Notice of the time, place and purpose of special meetings of the Board of Directors shall be provided by the President or that person’s appointee via mail, fax, electronic means or delivery in person to each member of the Board of Directors at least seven days before the meeting. An agenda of the principal items to be considered at any meeting of the Board shall be distributed in advance of the meeting.

Section 3.10. Telephone Conferences. All regular and special meetings of the Board of Directors may be held or attended by telephone conference call with the approval of the Chairman of the Board.

Section 3.11. Waiver of Notice. Whenever notice of any meeting of the Board of Directors is required to be given to any director, a written waiver of notice signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. The President shall cause such waiver to be filed with the records of the meeting. The attendance of any director at a meeting, without objecting to the lack of proper notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver by the director of notice of such meeting.

Section 3.12. Quorum. The presence of two-fifths of the members of the Board of Directors shall constitute a quorum at any meeting of the Board.

Section 3.13. Required Vote. Except as otherwise provided in these By-Laws, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. A director serving in more than one capacity on the Board shall have only one vote.

Section 3.14. Action Without Meeting. Written consent by all directors to any action taken or to be taken by the Alliance shall authorize and validate such action as though it had been authorized at a meeting of the Board of Directors.

Article IV: Board and Corporate Officers

Section 4.01. Number of Board Officers and Qualifications. The Board Officers of the Alliance shall be: the Chairman of the Board, the Vice Chairmen, the Past Chairman and the President (without a vote).

Section 4.02. Nomination, Election and Term of Office. The Nominating Committee selected in accordance with Section 3.03 shall submit annually, to the Board of Directors, nominations for the offices of the Chairman of the Board and at least one Vice Chairman. The Board of Directors shall elect the Chairman of the Board and at least one Vice Chairman at the last regular or special meeting of the Board held prior to the end of the fiscal year. The Chairman of the Board shall serve for a term of one year. Each Vice Chairman shall serve for a term of two years or until that person’s successor is elected. In any given year there shall be a total of up to four Vice Chairmen, whose terms in office shall be staggered so that at least one new Vice Chairman is elected each year. The Chairman of the Board may serve for a maximum of three full consecutive terms, and the Vice Chairmen for a maximum of two full consecutive terms. The Past Chairman is an ex officio Board Officer. The terms of each Board Officer shall commence at the beginning of the fiscal year.

Section 4.03. Vacancies. A vacancy in the office of Chairman of the Board shall be filled by one of the Vice Chairmen chosen by the Board of Directors for the balance of the unexpired term. Vacancies in the offices of Vice Chairmen shall be filled by the Board of Directors from among its members for the balance of the unexpired term or terms.

Section 4.04. Chairman of the Board, Past Chairman and Vice Chairmen: Powers and Duties. The Chairman of the Board shall preside at all meetings of the Board of Directors, shall have general supervision and control of the Board of Directors, and shall also perform such other duties as may properly belong to the office or as shall be prescribed from time to time by the Board of Directors. The Past Chairman and Vice Chairmen shall assist the Chairman in carrying out these responsibilities and may serve as Chairmen for the Board Committees or Alliance Policy Committees described in Articles V and VI of these By-Laws.

Section 4.05. President: Powers and Duties. The Board of Directors shall designate a chief corporate officer and executive, whose title shall be President and Chief Executive Officer and who shall serve as chief executive officer of the Alliance at the pleasure of the Board. The President shall devote his or her full time to the affairs of the Alliance, unless otherwise authorized by the Board. The President may be removed, with or without cause, by the Board of Directors. The President shall have the care and custody of all funds and securities of the Alliance, subject to the direction and control of the Board of Directors. The President shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements and shall report thereon to the Board of Directors and to the Members of the Alliance from time to time, as directed by the Board. The President shall submit annually a planning report to the Board of Directors accompanied by a recommendation by the Executive Committee presenting the anticipated needs of the Alliance, including proposed organization changes and financial requirements necessary to improve operating effectiveness.

Section 4.06. Senior Vice Presidents and Vice Presidents: Powers and Duties. The Board of Directors shall approve the positions and duties of the Senior Vice Presidents and Vice Presidents, and the President shall appoint individuals to serve in such positions. The President shall designate which of these corporate officers shall attend meetings of the Board of Directors. The President shall designate one or more of these corporate officers to keep all records of the Alliance.

Article V: Committees of the Board

Section 5.01. Committees of the Board. The Board of Directors shall maintain the following standing committees of the Board: the Executive Committee, the Finance Committee and the Compensation Committee. The Board of Directors shall have the power to establish such additional Board Committees as it deems necessary.

Section 5.02. Chairman of Board Committees; Notice of Board Committee Meetings; Action Without a Meeting. For each Board Committee, the Chairman of the Board shall appoint the Chairman of the committee subject to approval by the Board. The Chairman of a Board Committee shall serve for one year and shall be eligible to serve for a maximum of three full consecutive terms except that the Chairman of the Finance Committee shall serve for two years and shall be eligible to serve for a maximum of two full consecutive terms. A staff member of the Alliance designated by the President shall serve as a non-voting secretary of each Board Committee. Notice of the time and place of meetings of any Board Committee shall be given by the secretary, who will also cause an agenda to be distributed reflecting the principal items to be considered. Written notice shall be sent by mail or electronic means or by delivery in person to each member of the Board Committee at least seven days before the meeting. Attendance at the meeting shall be deemed waiver of notice. All Board Committees shall have the right to require and receive advice and assistance in the discharge of their activities from members of the Alliance who are not members of the Board of Directors. A director who is unable to attend a meeting may appoint an alternate director to attend the meeting in the absence of such director; however, an alternate director shall not have the right to vote. Written consent by all members of a Board Committee to any action taken or to be taken by such committee shall authorize and validate such action as though it had been authorized at a meeting of the Board Committee. Each Board Committee may establish such additional committees, subcommittees and boards as are considered necessary to accomplish its mission.

Section 5.03. Executive Committee. The Executive Committee shall be composed of:

The Chairman of the Board;
The immediate past Chairman;
The Vice Chairmen;
The President (without a vote);
The Chairmen of each of the Forums;

The Executive Committee shall be chaired by the Chairman of the Board. The Executive Committee has the power to act for the Board of Directors between meetings of the Board to the fullest extent permitted by law, and the Executive Committee shall present a report on any such actions to the Board. Among other things, the Executive Committee shall be responsible for:

Approving all memberships (such as ZNPI membership and membership on Alliance Policy and Program Committees, Boards, etc.) other than membership on Board Committees.
Approving proposals (including those originating from the Board Committees and Alliance Policy and Program Committees, Boards, etc.) except for proposals that in the opinion of the Executive Committee would seriously impact the strategic direction of the Alliance and the federation.
Reviewing and approving management’s proposals as reflected in a planning or framework document regarding the Strategic Plan before submitting the Plan or any proposed modifications thereto to the Board of Directors for final approval.
The President and the Executive Committee shall report to the Board of Directors on significant actions or proposed future plans that would impact the strategic direction of the Alliance.

Section 5.04. Finance Committee. The Finance Committee shall be composed of members of the Board appointed from time to time by the Chairman of the Board with the approval of the Board of Directors. The Finance Committee shall maintain a continuing review of the financial affairs of the Alliance and shall make appropriate recommendations to the Board or to the Executive Committee of the Board and shall report to the Board of Directors at each meeting of the Board. The responsibilities of the Finance Committee shall include, but not be limited to, the following:

Reviewing and providing a recommendation to the Board for the annual budget and the business plan proposed by the President;
Authorizing investment policy;
Authorizing acceptable accounting and disbursement procedures for all funds under jurisdiction of the Alliance;
Requiring an annual audit by a certified public accountant; and
Arranging at Alliance expense for the bonding of appropriate personnel of the Alliance.

Section 5.05. Compensation Committee. The Compensation Committee shall be composed of the Chairman of the Board, the immediate past Chairman of the Board and the Vice Chairmen. The Compensation Committee shall establish and approve the compensation and benefits policies for the President, corporate officers and staff of the Alliance on behalf of the Board. The responsibilities of the Compensation Committee shall include, but not be limited to, the following:

Reviewing periodically and approving changes as required to the compensation and benefit policies for the corporate officers and staff of the Alliance;
Evaluating annually the performance of the President and establishing an appropriate compensation and benefits schedule for the President; and
Reviewing and approving other policies concerning employee compensation and benefits.

Article VI: Committees, Councils and Boards of the Alliance

Section 6.01. Committees, Councils and Boards of the Alliance. The Board of Directors may create committees, councils and boards of the Alliance from time to time, and each such committee, council or board so created shall discharge the responsibilities (a) established by the Board of Directors, (b) set forth below and (c) reflected in operating procedures approved by the Board or the governance body to whom the Alliance Committee or Council reports.

Alliance Policy Committees and Councils

Section 6.02. Alliance Policy Committees and Councils Generally. Each Alliance Policy Committee and Council shall report to the Executive Committee of the Board; however, any issues or proposed policies that would significantly change or affect the strategic direction of the Alliance shall be presented to the Board of Directors for final approval.

Section 6.02.1. Membership. Voting members of all Alliance Policy Committees and Councils shall be appointed by the Chairman of the Board with the approval of the Executive Committee. In making these appointments, the Chairman of the Board shall endeavor to ensure that such voting members are affiliated with all of the membership groups concerned with the activities of that Policy Committee or Council. Membership in the Alliance by the entity with which the voting member is affiliated shall be a prerequisite for participation by that individual (unless the Executive Committee specifically permits otherwise). Voting members of all Alliance Policy Committees and Councils, however, shall be the individuals themselves, not the entities with which they are affiliated. Each appointment as a voting member of an Alliance Policy Committee or Council shall be for a term of three full years with no limits on the number of terms such member may serve. The terms shall be staggered so that one-third of them expire at the end of each calendar year. All membership terms shall commence on January 1.

Section 6.02.2. Participation. Insofar as possible, any ZNPI member expressing interest in the work of an Alliance Policy Committee shall be afforded an opportunity, through its designated representative for such Alliance Policy Committee, to obtain information and submit comments.

Section 6.02.3. Committee Officers. For each Alliance Policy Committee or Council, the Chairman of the Board shall appoint the Chairman of the Committee or Council subject to approval by the Board. The Chairman shall serve for two years and shall be eligible to serve for a maximum of two full consecutive terms. A staff member of the Alliance designated by the President shall serve as a non-voting secretary of each Alliance Policy Committee and Council.

Section 6.02.4. Notice of Meetings. Notice of the time and place of meetings of any Alliance Policy Committee or Council shall be given by the secretary of such committee or council, who will also cause an agenda to be distributed reflecting the principal items to be considered. Written notice shall be sent by mail or electronic means or by delivery in person to each member of the committee or council at least seven days before the meeting. Attendance at the meeting shall be deemed waiver of notice.

Section 6.02.5. Committees. Each Alliance Policy Committee or Council may establish such additional committees, subcommittees and boards as are considered necessary to accomplish its mission.

Alliance Program Oversight Committees

Section 6.09. Alliance Program Oversight Committees Generally. Each Alliance Program Oversight Committee reports to the governance body that must approve any changes to the Program Oversight Committee’s operating procedures. Notwithstanding the foregoing, each Alliance Program Oversight Committee shall have the authority to render decisions with regard to participants in the Alliance program it is charged to oversee subject only to any possible further appeal pursuant to the applicable appeals procedures.

Section 6.09.1. Membership. Members of all Alliance Program Oversight Committees shall be appointed by the Chairman of the Board with the approval of the Executive Committee. In making these appointments, the Chairman of the Board shall endeavor to ensure representation of all membership groups concerned with the activities of the committee. Membership in the Alliance shall be a prerequisite for participation in any Alliance Program Oversight Committee unless the Executive Committee specifically permits an interested party to participate in any such committee without becoming a Member of the Alliance. Each such appointment shall be for a term of three full years with no person serving more than three full consecutive terms. A member of the Board of Standards Review, the Executive Standards Council, the Appeals Board or the Accreditation Committee may serve beyond the normal three-term limitation if the member is serving as Chairman or Vice Chairman, provided the term as Chairman or Vice Chairman is contiguous with the nine year tenure as a member. The total maximum length of service under such circumstances would be 12 years. All membership terms shall commence on January 1.

Section 6.09.2. Operating Procedures. Each Alliance Program Oversight Committee shall have its own operating procedures which shall be consistent with these By-Laws. These operating procedures shall be subject to approval by the committee, council or board to which the Alliance Program Oversight Committee directly reports.

Section 6.09.3. Committee Officers. Each Alliance Program Oversight Committee shall elect from among its members a Chairman and such committee officers as it shall choose, who shall be nominated and elected in accordance with the operating procedures of such committee. The Chairman and such other committee officers of the Alliance Program Oversight Committees shall serve for one year and shall be eligible to serve for a maximum of three full consecutive terms. A staff member of the Alliance designated by the President shall serve as a non-voting secretary of each Alliance Program Oversight Committee.

Section 6.09.4. Committees. Each Alliance Program Oversight Committee may establish such additional committees, subcommittees and boards as are considered necessary to accomplish its mission.

Section 6.09.5. Notice of Meetings. Notice of the time and place of meetings of any Alliance Program Oversight Committee shall be given by the secretary of such council, board or committee, who will also cause an agenda to be distributed reflecting the principal items to be considered. Written notice shall be sent by mail or electronic means or by delivery in person to each member of the council, board or committee at least seven days before the meeting. Attendance at the meeting shall be deemed waiver of notice.

Article VII: Financial and Administrative Matters

Section 7.01. Checks, etc. The President and such other corporate officers of the Alliance as may be designated by the President may be authorized to sign contracts, checks and other documents.

Section 7.02. Membership Fees and Charges. Membership fees and other charges shall be established by the Board of Directors.

Section 7.03. Alliance Services. The Executive Committee or the Board of Directors shall (i) determine regular services, including publications, to which Members shall be entitled; (ii) define those services, facilities and materials that shall be subject to charges by the Alliance; and (iii) publicize its decisions with respect to clauses (i) and (ii).

Section 7.04. Gifts and Grants. Acceptance by the Alliance of gifts, grants or funds, other than those received for membership fees and services as defined in Sections 6.02 and 6.03, shall be subject to the approval of the Executive Committee or the Board of Directors.

Section 7.05. Use of Assets on Dissolution or Liquidation. Upon dissolution or final liquidation of the Alliance, after discharge or satisfaction of all outstanding obligations and liabilities, the remaining assets, if any, shall be distributed in accordance with the determination of the Board of Directors, and in compliance with these By-Laws and all federal and state laws applicable to an organization created and operated under relevant law for similar educational, scientific or charitable purposes.

Article VI: Financial and Administrative Matters

Section 8.01. Indemnification of Directors and Corporate Officers. The Alliance shall indemnify each of its corporate officers and directors to the fullest extent permitted by the applicable laws of the State of New York.

Section 8.02. Indemnification of Employees and Volunteers. Each person who serves as an employee or as a volunteer on any body of the Alliance, or who serves voluntarily in any capacity at the express request of the Alliance, shall be indemnified by the Alliance against expenses reasonably incurred by such person in connection with any action, suit or proceeding to which such person may be made a party by reason of such service; provided, however, that no indemnification shall be made if a judgment or final adjudication establishes that the actions of such person were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that such person gained in fact a financial profit or other advantage to which that person was not legally entitled. Expenses shall include the cost of any reasonable settlement made with a view to curtailing litigation. Any settlement made shall be subject to the approval of the Executive Committee or the Board of Directors.

Article IX: Fiscal Year

Section 9.01. Fiscal Year. The fiscal year of the Alliance shall be the calendar year.

Article X: Amendments to By-Laws

Section 10.01. Amendments. These By-Laws may be amended either by the Board of Directors or by the Members in accordance with the following procedures.

Section 10.01.1. Amendment by the Board of Directors. The Board of Directors may amend these By-Laws in accordance with the following procedures. Any member of the Board may propose an amendment to the By-Laws. If such proposed amendment is approved by the Board in accordance with the voting procedures set forth in Section 3.13, then such proposed amendment shall be published in an official publication of the Alliance, which shall be sent to all Members. During the thirty-day period following such publication, any Member may submit comments to the Board relating to such proposed amendment. Following such thirty day period, the Board may conduct a final vote of the members of the Board of Directors on the proposed amendment. The proposed amendment shall be adopted if it is approved by three-quarters of the entire Board of Directors at a meeting of the Board duly called for the purpose of amending these By-Laws, provided that notice of the proposed amendment has been included in the notice of the meeting.

Section 10.01.2. Amendment by the Members. The Members may amend these By-Laws by the affirmative vote of a plurality of all Members entitled to vote, by means of a letter ballot that shall set forth the proposed amendment(s). The written letter ballot shall be mailed or sent electronically to the last known address of all voting Members and each Member shall have thirty days from the date of dispatch to vote on the proposed amendment. Proposals for amendments may be made either by the Board of Directors or by written petition made to the Board by forty or more voting Members of the Alliance.

Article X:

Section 11.01. Parliamentary Procedure. All questions of parliamentary procedure not covered in these By-Laws shall be resolved according to Robert’s Rules of Order (latest edition).

Section 11.02. Exhaustion of Remedies. Each Member agrees that if a dispute shall arise between the Member and the Alliance, the Member shall in the first instance be obligated to pursue and exhaust all administrative appeals available to it within the Alliance.

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