...Purposes and Objectives

The purposes of the Federation are set forth in its Articles of Incorporation. The Federation shall operate as a nonprofit organization in a manner that is consistent with the following objectives:

A. to develop or provide scientific, engineering and technical data, facts and standards, and to promote research and the application of the sciences to further the development, manufacture, and use of paints, varnishes, lacquers, related protective and decorative coatings, printing inks and other related products, and the raw materials necessary for these products;

B. to promote educational activities and the interchange of ideas among its Members and the public generally;

C. to arrange for the collection and dissemination of information pertinent to the industries served by the Federation, and for the presentation, discussion, and publication of papers and other contributions;

D. to encourage the establishment of Constituent Societies and to coordinate their activities with those of the Federation;

E. to promote the improvement of products, the elimination of wasteful methods of manufacture, and foster manufacturing procedures and practices that minimize pollution of the environment as a service to the industry and the public as a whole; and

F. to cooperate with other organizations, public and private, to accomplish these objectives.

Section 1.3. Offices

The registered office of the Federation shall be at 492 Norristown Road, Blue Bell, Pennsylvania 19422. The Federation may have other offices in such places as the Board may determine.

ARTICLE II

DEFINITIONS

Section 2.1. Definitions

The following terms used in these Bylaws shall have the meanings set forth below.

A. "Act" means the Pennsylvania Nonprofit Corporation law of 1988, as amended;

[begin strikethrough]B. "Annual Meeting" means the Annual Meeting of the Board;[end strikethrough]

B. [begin strikethrough]C.[end strikethrough] "Board" means the Board of Directors of the Federation;

C. [begin strikethrough]D.[end strikethrough] "Constituent Society" means an organized group of Individuals described in Section 10.1. of these Bylaws;

D. [begin strikethrough]E.[end strikethrough] "Director" means an individual serving on the Board;

E. [begin strikethrough]F.[end strikethrough] "Federation" means Federation of Societies for Coatings Technology;

F. [begin strikethrough]G.[end strikethrough] "Immediate Past-President" means the most recent Past-President [begin strikethrough]available and willing to serve as a member of the Board and Executive Committee as provided in these Bylaws[end strikethrough];

G. [begin strikethrough]H.[end strikethrough] "Members" means individuals who satisfy the requirements for membership in the Federation as provided in Article III of these Bylaws;

[begin strikethrough]I. "NPCA" means the National Paint & Coatings Association;[end strikethrough]

H. "Member-Elected Directors" means those Directors elected by the Members.

I. [begin strikethrough]J.[end strikethrough] "Officers" means the three elected officers of the Federation [begin strikethrough]described[end strikethrough] as set forth in Section [begin strikethrough]8.1.[end strikethrough]8.1 of these Bylaws;

J. [begin strikethrough]K.[end strikethrough] "Past-President" means an individual who has previously served as a President of the Federation;

K. [begin strikethrough]L. "Past[end strikethrough] President [begin strikethrough]Director" means a Past President who is serving as a Director, as provided in Section 4.3. of these Bylaws"[end strikethrough] means the President & Chair of the Board;

[begin strikethrough]M. "Society Director" means a Full Member elected to the Board by a Constituent Society, as provided in Section 9.4. of these Bylaws; and[end strikethrough]

L. [begin strikethrough]N.[end strikethrough] "Standing Rules" means the rules described in [begin strikethrough]Section 18.1.[end strikethrough]Article XVIII of these Bylaws.

ARTICLE III

[begin strikethrough]MEMBERSHIP[end strikethrough]MEMBERS

Section 3.1. Classes and Qualifications of Membership

The Federation shall have five (5) classes of members.

Classes of membership in the Federation shall be:

A. Full: Any individual who is employed in the protective or decorative coatings, printing ink, or allied industries, or by those firms that manufacture or sell raw materials, supplies, services or equipment required by those industries.

B. Educator[begin strikethrough]/Student: Any individual who is a college or high school educator (Educator Member), or[end strikethrough]: Any individual who is a college or high school educator.

C. Student: Any individual who is a full-time student registered in any educational institution of recognized standing in a course of study in chemistry, engineering, physics or other physical sciences leading to a degree [begin strikethrough](Student Member)[end strikethrough].

D. [begin strikethrough]C.[end strikethrough] Retired: Any individual who

(1)[begin strikethrough](a)[end strikethrough] was a Full or Educator Member who severed his or her connection with the individual's employer by reason of retirement due to age, disability or other reasons deemed satisfactory by Federation; and

(2)[begin strikethrough](b)[end strikethrough] is no longer considered a permanent employee in the protective or decorative coatings, printing ink or allied industries, or by the Firms that manufacture or sell raw materials, supplies, services, or equipment required by those industries.

E. [begin strikethrough]D.[end strikethrough] Federation Honorary: Any individual who

(1)[begin strikethrough](a)[end strikethrough] has rendered significant service to the Federation or the industries served by the Federation in such manner as to aid the accomplishment of the objectives of the Federation; and

(2)[begin strikethrough](b)[end strikethrough] is elected an Honorary Member by the Board.

In addition, it is a requirement of membership that each individual be current in the payment of fees, annual dues and assessments to the Federation as determined by the Board pursuant to Section 3.3 of these Bylaws. Any question concerning the satisfaction or continued satisfaction of the foregoing qualifications on the part of any Member or person requesting membership in the Federation shall be determined by the Board.

Section 3.2. Voting Rights; Proxy

Each Member shall be entitled to one vote either in person at a meeting; or by proxy; or by mail (or such other voting procedure adopted pursuant to Section 4.9). Every proxy shall be executed in writing by the Member or by his or her duly authorized attorney in fact and filed with the Secretary-Treasurer of the Federation. A proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary. The revocation of a proxy shall not be effective until notice thereof has been given to the Secretary-Treasurer of the Federation. No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. In no event shall a proxy be voted on after three years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary-Treasurer of the Federation.

Section 3.3. Dues and Assessments

The Board may, by resolution, determine (a) the amounts of any fees, dues or assessments payable by the Members, and (b) the time and method of their payment. The Board may impose such fees, dues, or assessments upon all Members of the same class either alike or in different amounts or proportions, and upon a different basis upon different classes of Members. The Board may, by resolution, exempt Members of one or more classes from fees, dues, or assessments.

Section 3.4. Nontransferable

Membership in the Federation is not transferable.

Section 3.5. [begin strikethrough]Section 3.2.[end strikethrough] Termination of Membership

Except as otherwise provided by these Bylaws or the Standing Rules, membership in the Federation shall terminate for:

A. any Member, other than [begin strikethrough]an Educator/[end strikethrough]a Student Member, who ceases to satisfy the criteria for [begin strikethrough]any class of[end strikethrough] membership in the Federation[begin strikethrough];[end strikethrough] set forth in Section 3.1;

B. any [begin strikethrough]Educator/[end strikethrough]Student Member three months after such member ceases to satisfy the criteria for such category of membership in the Federation; and

C. any Member for whom fees, dues or assessments have not been paid within the period established by the Board.

[begin strikethrough]Section 3.3. Meetings of Members[end strikethrough]

ARTICLE IV

MEETINGS OF MEMBERS

Section 4.1. Place of Meetings

[begin strikethrough]Except as may be provided otherwise by the Board, there shall be an[end strikethrough] Meetings of the Members shall be held at such place as may be fixed by the Board. If no place is fixed by the Board, meetings of the Members shall be held at the registered office of the Federation.

Section 4.2. Annual Meeting/Meetings of Members

Unless the Board provides by resolution for a different time, the annual meeting of the Members shall be held in the last quarter of the calendar year, at such place and on such [begin strikethrough]dates[end strikethrough]date as the Board shall designate[begin strikethrough]. Such meeting shall include the induction of new Officers and a business session. Additional[end strikethrough] with such programs and order of business as may be arranged by the President.

Section 4.3. Special Meetings of Members

Special meetings of the Members may be called at [begin strikethrough]such places and on such dates as the Board shall designate.[end strikethrough] any time by the President, the Board or Members entitled to cast at least 10% of the votes which all Members are entitled to cast at the particular meeting. Upon written request of any person entitled to call a special meeting, the Secretary-Treasurer shall (a) fix the date and time of the meeting, which shall be held not more than sixty (60) days after receipt of the request, and (b) give notice to the Members. If the Secretary-Treasurer neglects or refuses to fix the meeting date or give notice within thirty (30) days after receipt of the written request for the special meeting, the person or persons calling the meeting may do so.

[begin strikethrough]Section 3.4. Statutory Membership[end strikethrough]

[begin strikethrough]Members shall not have the status of "members" of the Federation within the meaning of the Act.[end strikethrough]

Section 4.4. Notice of Meetings of Members

Written notice of every meeting of the Members shall be given by, or at the direction of, the Secretary-Treasurer to each Member of record entitled to vote at the meeting at least five days prior to the date of...

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