BY-LAWS GREATER ST. LOUIS CHAPTER NATIONAL TOOLING & MACHINING ASSOCIATION

ARTICLE I - NAME AND LOCATION

Section 1.

The name of this Association shall be the Greater St. Louis Chapter, NTMA. estabIished as a non-profit Association in the State of Missouri, and shall be a chapter of the National TooIing & Machining Association.

Section 2.

The territory covered by this Association shall be Greater St Louis and its' environs

Section 3.

The principal office of this Association shall be located in St. Louis, Missouri

ARTICLE II- DEFINITIONS

Section 1.

The term "Tool & Die Industry" or "Industry" includes the designing. manufacturing. repairing or assembling for sale of special dies. jigs, fixtures, cutting tools, molds, gages, special-purpose machinery, mid precision machining products, including standard interchangeable parts of special tooling and the accessories therefor.

SectIon 2.

An "accredited representative of a Regular Member must be an owner or manager or responsible executive of a Regular Member who is authorized to represent the member in all proper deliberations and actions of this Association.

Section 3.

The term "Association" wherever used herein shall mean the non-profit Association specified in Section I of Article I.

ARTICLE III- PURPOSE

The purpose of this Association is to promote, by any lawful means, the welfare of its members and the general development and improvement of the tool and die industry; and, in doing so, to originate, promote or take part in any lawful movement or enterprise which, in the judgment of the Board of Trustees of the Association, will tend to preserve and promote the best interests of the citizens of the United States of America, the American system of free enterprise, and the persons, firms and corporations interested in the tool and die industry.

ARTICLE IV - MEMBERSHIP

Section 1.

Regular Members. Any individual, firm, corporation or business entity in any form, regularly engaged in the business of manufacturing for sale, special dies, fixtures, cutting tools, molds, gages or special-purpose machinery, or of doing precision machining, shall be eligible as a Regular Member of this Association provided that such individual, firm, corporation or business entity is a member in good standing of the National Tooling & Machining Association.

Section 2.

Associate Members. Any individual, firm, corporation or business entity regularly engaged in providing service, equipment or materials to the industry is eligible to become an Associate Member of the Association. There shall not be more than one Associate Member for every two Regular Members of the Association.

Section 3.

Educational Institutions. Any individual or institution engaged in the education of students seeking employment in the tooling and machining industry shall be eligible as an Education Institution Member of this Association.

Section 4.

Honorary Members. Any individual who by virtue of outstanding service or accomplishment has rendered valuable aid to the industry may, at the discretion of the Board of Directors, be made an Honorary Member and may serve on committees of the Association and may attend meetings but may not vote or hold office.

Section 5.

Voting. Only Regular Members may vote and only one vote may be cast by each member which shall designate the person who is authorized to cast the vote. Voting by proxy shall be permitted by any Regular Member whose accredited representative is unable to attend a meeting. The proxy shall be signed with the name of the member and its accredited representative and shall be received by the Secretary of the Association prior to the meeting.

Section 6.

Voting by Mail. Regular Members may take action by mail ballot. The result of this voting shall be determined by the ballots returned to the Secretary within ten days, and the Secretary shall certify the outcome to the membership.

Section 7.

Election of Members. Every application for membership must be submitted in writing, in such form as may be provided by the Board of Trustees of NTMA. The name of the applicant shall be supplied to the Regular Members of the Association with a recommendation from the Membership Committee as to its acceptance, at least five days before the meeting at which the application is to be considered. A favorable vote of two- thirds (2/3) of the Regular Members present at the meeting, or by proxy, shall be required for acceptance of the applications.

Section 8.

Resignation. Any member at any time may give written notice to the Secretary of intention to withdraw from membership. Such notice shall be presented to the Board of Directors at their next meeting, and if the resignation is accepted, it shall be effective upon fulfillment of all financial obligations to this Association to the date of notice of withdrawal.

Section 9.

Suspension and Expulsion. Any member of this Association suspended or expelled from membership in the NTMA shall automatically be suspended or expelled (as the case may be) from membership in this Association.

ARTICLE V - DUES AND ASSESSMENTS

Section 1.

Initiation fees.

Regular Members shall pay an initiation fee of $100.00 for membership in the local Chapter, plus $25.00 to cover membership in the NTMA. Checks for both fees are required with membership application.

Associate Members shall include an initiation fee of $100.00 for membership in the local Chapter with their membership application. Associate members shall not hold membership in the National Association.

Educational Institutions will pay no initiation fee for membership in the local Chapter. Educational Institutions shall not hold membership in the National Association.

Section 2.

Dues.

Dues in the local Chapter shall be ten percent (10%) of the annual national dues for Regular Members, $400.00 per year for Associate Members, and $100.00 per year for Educational Institutions, and shall be payable quarterly in advance. Should any member join during a quarter, the dues shall be prorated by months on the basis of the annual dues.

If a change in dues or a moratorium thereof becomes desirable, or it appears necessary to levy an assessment on members, the Board shall prepare a proposal for such changes and shall notify all the members in writing before submitting it to the membership for approval at a specified meeting. Such approval may be given by a two-thirds (2/3) majority vote of the Regular Members present.

Section 3.

Honorary Members. There shall be no dues for Honorary Members.

Section 4.

Fiscal Year. The fiscal year of the Association shall be from October 1 to September 30.

Section 5.

Collection of Dues. All dues shall be collected by the NTMA, as instructed by the Chapter, who in turn shall cause payment of said dues to be made to the Treasurer of the Greater St. Louis Chapter, NTMA.

ARTICLE VI- MEETINGS

Section 1.

Annual Meeting. There shall be an annual meeting of the Association for the election of Directors, for receiving the annual reports and for the transaction of such other business as may be timely. The annual meeting shall be held in the month of October. Notice of such meeting shall be signed by the Secretary and shall be mailed to the last recorded address of each Regular Member at least fifteen (15) days before the date appointed for the meeting.

Section 2.

Regular Meetings. There shall be regular monthly meetings of the membership. Notice of the time, place, and agenda shall be mailed to each Regular Member at their last recorded address at least five (5) days in advance of each meeting. In the event of a holiday, or for other imperative reasons, the Board shall set an alternate date or may cancel a meeting.

Section 3.

Special Meetings. Special meetings may be called by the President or shall be called upon written request of one-third (1/3) of the Regular Members. Each member shall be notified by the Secretary of the time, place, and purpose of a special meeting at least three (3) days in advance of the meeting.

Section 4.

Quorum. Twenty-five percent of the Regular Members, but not less than five (5), shall constitute a quorum at any meeting and should there be less, the presiding officer may adjourn the meeting from time to time until a quorum is present.

Section 5.

Attendance. Only accredited representatives of Regular Members and Honorary Members, approved by the Board of Directors, shall be eligible to attend meetings of the Association. The Board may, on occasion, suspend this rule and permit other employees of Regular Members, representatives of Associate Members or non- members to attend as the nature of the meeting or program may warrant.

ARTICLE VII- ORDER OF BUSINESS

Section 1.

The order of business for regular meetings shall be as follows:

1. Call to order
2. Quorum check
3. Action on minutes
4. Treasurer's report
5. Reading of communications
6. Elections (officers and new members)
7. Reports of other officers and the NTMA Trustee
8. Reports of committees
9. Unfinished business
10. New business
11. Program (if any)
12. Adjournment

Section 2.

The order of business for special meetings shall be as follows:

1. Call to order
2. Quorum Check
3. Transaction of business of notice
4. Adjournment

Section 3.

The order of business may be altered or suspended at any meeting by a majority vote of the Regular Members present. The usual parliamentary rules as laid down in Robert's Rules of Order shall govern all debates when not in conflict with these by-laws.

ARTICLE VIII - BOARD OF DIRECTORS AND OFFICERS

Section 1.

Eligibility Requirements. To he eligible for service as a Director, a person must be the accredited representative of a Member.

Section 2.

Board of Directors. The Board of Directors shall be elected at each Annual Membership Meeting and shall consist of eight accredited representatives of Members, but be limited to no more than three accredited representatives of Associate Members, and shall include the immediate Past President and the NTMA Trustee. Nominations for Directors shall be made by a duly appointed Nominating Committee. Additional nominations may he made from the floor by any accredited representative. For election, a two-thirds favorable vote of the accredited representatives present shall be required. Directors shall hold office for one year or until their successors have been duly elected and installed.

Section 3.

Officers. The officers of the Association shall consist of a President, a Vice-President, a Secretary and a Treasurer. They shall he elected by the Board of Directors from among themselves at the Annual Meeting of the Board. A two-thirds favorable vote shall be required for election.

Section 4.

NTMA Trustee and Alternate. A Trustee and an Alternate Trustee to serve on the NTMA Board shall be elected From the accredited representatives in accordance with notice from the NTMA office. Elections shall be held at a membership meeting. A two-thirds favorable vote of the accredited representatives present at the meeting shall be necessary to elect the Trustee or the Alternate Tustee.

Section 5.

Vacancies. Interim vacancies on the Board of Directors or in any office shall be filled by a two-thirds favorable vote of the Directors present at a meeting.

Section 6.

Manner of Acting. Except as otherwise provided by the by-laws, the meeting of the Board of Directors shall be governed by Robert's Rules of Order. The vote of a majority of the Directors present and voting at any regularly constituted meeting shall be the act of the Directors, unless more than a majority is required by the by-laws.

ARTICLE IX - RESPONSIBILITIES AND DUTIES OF OFFICERS AND DIRECTORS

Section 1.

Board of Directors. The management, affairs and business of the Association shall be vested in the Board of Directors.

Section 2.

Board Meetings. The Board of Directors shall meet for organization and election of officers within one month after the Annual Membership Meeting. Other regular meetings of the Board of Directors shall be held quarterly on not less than ten days notice. The President may, when he deems necessary, or the Secretary shall, at the request in writing of a majority of the Directors, issue a call for a special meeting of the Board, and only five days notice shall be required for such special meetings.

Section 3.

Quorum. A majority of the Board shall constitute a quorum. In the absence of the President, the Vice- President shall preside. In the absence of the President and the Vice-President, the members may choose a chairman for the meeting.

Section 4.

Absences from Meetings. Any member of the Board of Directors absent from a meeting shall communicate with the President or Secretary stating the reason for his absence and the membership of the Board in attendance shall decide in each instance whether or not such absence is excusable. In the event there are three consecutive unexcused absences on the part of any member of the Board of Directors, his membership on the Board may be declared vacant.

Section 5.

President. The President shall preside at all meetings of the Association and the Board of Directors and shall be a member ex-officio with right to vote on all committees except the Nominating Committee. With the approval of the Board of Directors, he shall appoint all the Cornmittees required to carry on the program of the Association. He shall also communicate to the membership or to the Board of Directors such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the Association and shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.

Section 6.

Vice President. The Vice-President shall perform the duties of the President during his absence or inability to perform the same, or in case of a vacancy in the office of President, until such vacancy is filled.

Section 7.

Treasurer. The Treasurer shall keep an accurate account of all moneys received and expended for the use of the Association, and shall make all disbursements authorized by the Board of Directors. He shall deposit all sums received in the bank or banks approved as

Section 11.

Executive Secretary. The Board of Directors is empowered to engage the services of an experienced and qualified individual as Executive Secretary. He shall be responsible to the Board of Directors for the carrying out of such duties as the Board may prescribe.

ARTICLE X - NOMINATING COMMITTEE

Section 1.

At least 45 days before the Annual Meeting, the President, subject to the approval of the Board of Directors, shall appoint a Nominating Committee of three accredited representatives whose duty it shall be to nominate candidates for Directors to be elected at the next annual election. They shall notify the Secretary in writing at least 30 days before the date of the Annual Meeting of the names of such candidates and the Secretary shall mail a copy thereof to the last recorded address of each Regular Member at least 20 days before the Annual Meeting.

Section 2.

Additional nominations for Directors may be made by any accredited representative from the floor at the Annual Meeting.

ARTICLE XI- AMENDMENTS

On the recommendation of the Board of Directors, these by-laws may be amended, repealed or altered in whole or in part by a two-thirds affirmative vote of the Regular Members represented at any scheduled meeting provided that a written notice of the proposed changes shall have been sent to the entire membership at least ten days prior to the date of the meeting.