Amendments to FSCT Bylaws and Standing Rules (November 12, 2003).

APPROVED AT SECOND READING

Having passed First Reading at the May 3, 2003 meeting of the Board, the following amendments to the Federation Bylaws were presented and approved at Second Reading by the Board of Directors at its meeting of November 12, 2003. These revisions will take effect immediately.

Resolution to Revise Bylaws and Standing Rules To Correct Oversight Regarding Definition of "Full Member"

WHEREAS the definition of "Full Member" approved by the Board of Directors at its meeting of October 29, 2002 inadvertently limited this class of membership, thereby affecting the current and future membership of those individuals that are employed in areas related to coatings manufacture, and

WHEREAS the proposal passed First Reading by the Board of Directors at its meeting of May 3, 2003,

BE IT RESOLVED that the following revision to the Bylaws Article III, Sect. 3.1 be adopted at Second Reading by the FSCT Board of Directors at its meeting of November 12, 2003.

BYLAWS ARTICLE III MEMBERSHIP

Section 3.1. Classes of Membership

Classes of membership in the Federation shall be

A. Full: Any individual who

(a) is a member of a Constituent Society; and

(b) 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.

Resolution to Revise Bylaws and Standing Rules To Correspond with Actions of the Board of Directors

WHEREAS the Board of Directors at its meeting of October 29, 2002 approved various measures affecting the frequency of the International Coatings Expo, and

WHEREAS the proposal passed First Reading by the Board of Directors at its meeting of May 3, 2003,

BE IT RESOLVED that the following revisions to the Bylaw Article III, Sect. 3.3, "Meeting of Members," be adopted at Second Reading by the FSCT Board of Directors at its meeting of November 12, 2003.

BYLAWS ARTICLE III MEMBERSHIP

Section 3.3. Meetings of Members

Except as may be provided otherwise by the Board, there shall be an annual meeting of Members in the last quarter of the calendar year, at such place and on such dates as the Board shall designate. Such meeting shall include the induction of new Officers and a business session. Additional meetings of Members may be called at such places and on such dates as the Board shall designate.

REVISIONS TO STANDING RULES

The Board of Directors approved the following Action of the Executive Committee, thereby amending Standing Rule Article SR IX, Sec. 9.2, "Dues":

"That the annual dues of Affiliate Members be revised from that equal to the nonmember subscription price of the Journal of Coatings Technology to an amount equal to the annual dues rate for Full Members, and that the Standing Rules be amended accordingly."

Following is the text of the affected Standing Rule, which takes effect immediately. Revisions are noted as: Additions; [begin strikethrough]Dolotions[end strikethrough].

ARTICLE SR IX DUES

Section 9.2 Affiliated Members

Affiliated Members shall pay to the Federation annual dues equal to the annual dues rate for Full Members [begin strikethrough]nonmember subscription price of the JOURNAL OF COATINGS TECHNOLOGY that applies to the address of the Affiliated Member[end strikethrough].

APPROVED AT FIRST READING

The Bylaws Committee was requested to consider two separate proposals to revise the Bylaws and Standing Rules regarding the topic of separate membership. A proposal from the Pittsburgh Society would have allowed Constituent Societies to accept local-only members, while maintaining the current regulations coupling Federation Full, Educator/Student, and Retired Membership to only those persons that also were Society members. The FSCT Executive Committee offered an alternative proposal that would allow the Constituent Societies and the FSCT to accept membership separately, i.e., without restrictions to concurrent Society membership affiliation.

Following presentation of the resolutions by the Bylaws Committee at First Reading, Mr. Henderson spoke on behalf of the Pittsburgh Society proposal. He said that the goals of the proposal were to maintain the link between the Societies and the FSCT as well as to maintain levels of membership. Decreased annual dues and the encouragement of local member participation in the Societies were also mentioned as reasons behind the proposal.

Mr. Hille presented the Executive Committee's position, saying that the need of some Societies for local-only membership should be balanced against the FSCT's ability to solicit membership outside the Societies' boundaries. Providing for separate membership will require both the Societies and the FSCT to develop relevant programs to address the needs of all members.

Following further discussion by members of the Board and the comments of several guests present at the meeting, a roll call vote of the Directors resulted in the following decisions:

(1) The Pittsburgh Society proposal was defeated by a vote of 4-33, and will not be considered at Second Reading.

(2) The Executive Committee proposal was approved by a vote of 30-7 and will be presented for Second Reading and final approval at the next meeting of the Board.

Following here are the resolution and the proposed revisions of the affected Bylaws and Standing Rules approved by the Board of Directors at First Reading.

Resolution to Revise Bylaws and Standing Rules To Allow Separate Membership for Constituent Societies and the FSCT

WHEREAS, in order to allow Constituent Societies to offer both "local only" membership and the Federation to offer "FSCT only" membership.

BE IT RESOLVED that the following revisions to the Federation Bylaws and Standing Rules be approved at First Reading by the Board of Directors at its meeting of November 12, 2003.

Recommendation of the Bylaws Committee: The Executive Committee's proposal fulfills the desire of the Societies to allow separate membership. By also allowing the FSCT to accept membership the proposal provides individuals with the opportunity and freedom to select the organization (or both) that best meets their needs. This proposal does not limit or eliminate the need for the Societies and the FSCT to mutually support and promote membership. The Bylaws Committee recommends adoption.

FREIDUN ANWARI 

Chair, FSCT Bylaws Committee

BYLAWS ARTICLE III MEMBERSHIP

Section 3.1. Classes of Membership

Classes of membership in the Federation shall be

A. Full: Any individual who

[begin strikethrough](a) is a member of a Constituent Society; and[end strikethrough] 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/Student: Any individual who

[begin strikethrough](a) is a member of a Constituent Society; and[end strikethrough] is a college or high school educator (Educator Member), or is a full-time student registered in any educational institution of recognized standing in a course of study in chemistry, engineering, physics or other related sciences leading to a degree (Student Member).

C. Retired: Any individual who

[begin strikethrough](a) is a member or former member of a Constituent Society;[end strikethrough]

(a) 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 the Federation; and

(b) 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.

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

[begin strikethrough](a) is a member of a Constituent Society; and[end strikethrough]

[begin strikethrough](b) by reason of having rendered significant service to the Constituent Society was elected by it as an honorary member of such Constituent Society at a time when such individual was a Full, Educator, or Retired Member.[end strikethrough]

E. Federation Honorary: Any individual who

[begin strikethrough](a) is a member or former member of a Constituent Society;[end strikethrough]

(a) 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

(b) is elected an Honorary Member by the Board.

[begin strikethrough]E. Affiliated: Any individual who[end strikethrough]

[begin strikethrough](a) is not a member of a Constituent Society by reason of his or her employment or residence not being within the geographic boundaries of any Constituent Society;[end strikethrough]

[begin strikethrough](b) satisfies all other criteria for Full, Educator/Student, or Retired membership in the Federation; and[end strikethrough]

[begin strikethrough](c) is determined to be eligible by the Executive Vice President of the Federation.[end strikethrough]

Section 3.2. Termination of Membership

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

[begin strikethrough]A. any Full, Educator/Student, or Society Honorary Member who ceases to be a member of a Constituent Society;[end strikethrough]

A. any Member, other than an Educator/Student Member, who ceases to satisfy the criteria for any class of membership in the Federation;

B. any Educator/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 dues have not been paid within the period established by the Board.

BYLAWS ARTICLE X CONSTITUENT SOCIETIES AND SOCIETY DIRECTOR

Section 10.2. Classes of Membership in Constituent Society

[begin strikethrough]Each member[end strikethrough] Members of a Constituent Society shall satisfy the criteria [begin strikethrough]for at least one category of[end strikethrough] for membership established in the Bylaws and Standing Rules of the Constituent Society. Constituent Societies may offer membership without requiring membership in the Federation, but such "Constituent-Only" members are not accorded the rights and privileges of members of the Federation [begin strikethrough]in the Federation as described in Section 3.1. Constituent Societies need not, however, use the same classes of membership.[end strikethrough]

BYLAWS ARTICLE XX AMENDMENTS

Section 20.1. Origination of Proposed Amendments

Proposals to amend these Bylaws may be originated by:

A. any Officer;

B. the Board;

C. any committee of the Federation;

D. any Constituent Society; or

E. at least [begin strikethrough]five[end strikethrough] ten Full [begin strikethrough]Members from each of two or more Constituent Societies.[end strikethrough]

ARTICLE SR II MEMBERSHIP IN [begin strikethrough]CONSTITUENT SOCIETIES[end strikethrough] FEDERATION

[begin strikethrough]Section 2.1 Residence Requirements[end strikethrough]

[begin strikethrough]Full, or Educator and Student Membership is a privilege which may be offered to an individual who is eligible according to the previsions of Article III, Section 3.1, of the Bylaws, and in addition resides or is employed, or performs services within the territorial boundaries of the Constituent Society to which application for membership is being made.[end strikethrough]

[begin strikethrough]A. When residence or employment is not within the boundaries of any Constituent Society, the applicant shall be eligible if it is possible for him to attend Society meetings.[end strikethrough]

[begin strikethrough]B. When residence or employment is on the boundary line between two Constituent Societies or is in over lapping territory, application may be made to either Society.[end strikethrough]

[begin strikethrough]C. When residence is in the territory of one Constituent Society, but employment or services performed are in the territory of another Society, application may be made to either Society.[end strikethrough]

Section 2.[begin strikethrough]2[end strikethrough]1 Standard Form

The Executive Vice President with the advice of the Federation Membership Committee shall establish a standard application form for membership. All applications for Full, Educator and Student, and Retired Membership, and for the transfer of Full Members from one firm to another [begin strikethrough]within the same Constituent Society[end strikethrough], must be made using the standard form.

Section 2.[begin strikethrough]3[end strikethrough]2 Method of Attaining Membership

A. An applicant for Full, or Educator and Student class of membership must be approved by the [begin strikethrough]Constituent Society Membership Committee that verified the eligibility of said applicant for the class of membership proposed[end strikethrough] Federation. The application, [begin strikethrough]bearing the Constituent Society Secretary's certification of eligibility[end strikethrough], shall be forwarded to the [begin strikethrough]Executive Vice President[end strikethrough] Membership Department of the Federation, [begin strikethrough]who will sign and return it to the Society[end strikethrough] for processing.

B. An applicant for Retired Membership, [begin strikethrough]after recommendation by the Membership or other appropriate committee of the Constituent Society,[end strikethrough] shall be processed in the same manner as an application for Full Membership.

C. An application for the transfer of a Full Member from one firm to another [begin strikethrough]within the same Constituent Society[end strikethrough] shall be processed in the same manner as an application for Full Membership. [begin strikethrough]Any Constituent Society may require any applicant for transfer to be subject to the full procedures as if application were being made for a new membership, in accordance with such requirements as may be included in the Constituent Society Bylaws.[end strikethrough]

D. [begin strikethrough]The[end strikethrough] In conjunction with an application for membership in the Federation, the Federation can accept an application for a new Full, Educator and Student, or Retired member in any Constituent Society. If the proposed member resides or is employed, or performs services within the territorial boundaries of a Constituent Society, the application will be forwarded to that Constituent Society's Membership Committee for processing. The Federation will collect the appropriate Constituent Society's dues at the time of application. The Constituent Society's portion of that amount for the proposed member will be forwarded when the Federation receives the certified application back from the Society. If the application is not certified by the Constituent Society, the collected Society dues will be returned to the proposed member. [begin strikethrough]During the processing of the application, the proposed member may exercise the same rights as an Affiliated Member. If the proposed member does not reside or is not employed, or does not perform services within the territorial boundaries of a Constituent Society, the application will be processed for Affiliated Membership in the Federation under Article II, Section 3.1 (G) of the Bylaws[end strikethrough].

Section 2.43 Membership Renewal

Annually, the Federation will collect directly from each member the appropriate annual dues for renewal of membership in the Federation, plus the appropriate annual dues of the Constituent Society, if applicable. Membership renewal invoices will be sent to each member, who will remit the appropriate annual dues to the Federation in U.S. Funds. On a monthly basis, the Federation will forward to the Constituent Society a roster of Constituent Society renewals along with the collected dues, less the appropriate Federation dues. It will be the Constituent Society's responsibility to inform the Federation in writing of any dues structure change at least 120 days prior to the date the change takes effect.

Section 2.[begin strikethrough]5[end strikethrough]4 Federation Honorary Membership

Suggestion of name for consideration for Federation Honorary Membership may originate from the Board of Directors of any Constituent Society. A letter shall be submitted to the Federation Executive Committee containing the complete record of the individual relating to contributions to the Federation and the Industry. The Executive Committee at its next scheduled meeting shall determine by a majority vote whether the individual is qualified to be nominated for this high honor. If rejected, this individual's name cannot be resubmitted for three years from the date first submitted. If approved, the Executive Committee shall [begin strikethrough]so notify the Board of Directors of the Constituent Society and they shall submit the name to their members for consideration. Nomination shall require a 90% favorable vote of all Voting Members present and voting by secret ballot at a regular meeting of the Constituent Society. The Society shall then[end strikethrough] refer the nomination to the Board of Directors, the Secretary of each Constituent Society, and the Executive Vice President. Not less than 120 days after the notification of the Board and Society Secretaries, the Federation Board, at a regular meeting, shall vote to approve or reject the nomination and shall direct the Federation Executive Vice President to notify the Constituent Society of its decision. A three-fourths favorable vote of Board Members present and voting by secret ballot shall be required for approval.

[begin strikethrough]Section 2.6 Society Honorary Membership[end strikethrough]

[begin strikethrough]Election procedures shall be in accordance with these of the local Society.[end strikethrough]

Section 2.[begin strikethrough]7[end strikethrough]5 Relocation of Full Members

To allow a Full Member to continue in any elected office or appointed position for which Full Membership is required, [begin strikethrough]within any Constituent Society, or within the Federation,[end strikethrough] it shall be construed that Full Membership exists for six months after the individual has left his or her last employment unless, for another reason, he or she becomes ineligible for Full Membership. Federation publications shall continue if covered by dues or paid subscription.

ARTICLE SR IX DUES

Section 9.1 Full Members

Full Members shall pay to the Federation annual dues of sixty dollars ($60.00) in U.S. funds, plus if applicable, the appropriate annual dues of the [begin strikethrough]applicable[end strikethrough] Constituent Society.

[begin strikethrough]Section 9.2 Affiliated Members[end strikethrough]

[begin strikethrough]Affiliated Members shall pay to the Federation annual dues equal to the nonmember subscription price of the JOURNAL OF COATINGS TECHNOLOGY that applies to the address of the Affiliated Member.[end strikethrough]

Section 9.[begin strikethrough]3[end strikethrough]2 Educator and Student Members

Educator and Student Members shall pay to the Federation annual dues of twenty dollars ($20.00) in U.S. funds, plus if applicable, the appropriate annual dues of the [begin strikethrough]applicable[end strikethrough] Constituent Society.

Section 9.43 Retired [begin strikethrough]and Society Honorary[end strikethrough] Members

Retired [begin strikethrough]and Society Honorary[end strikethrough] Members shall pay to the Federation annual dues of twenty dollars ($20.00) in U.S. funds, plus, if applicable, the appropriate annual dues of the [begin strikethrough]applicable[end strikethrough] Constituent Society.

ARTICLE SR X COMMITTEES

Section 10.1. General

A. The President appoints all Committees, except as otherwise provided in the Bylaws, obtaining agreement to serve from prospective appointees during his or her year as President-Elect.

B. The President and President-Elect, by right of their offices, are members of all Committees except the Nominating Committee.

C. Copies of all correspondence and meeting minutes should be distributed to the President, President-Elect, Secretary-Treasurer and Executive Vice President.

D. No Committee will commit the Federation to the expenditure of funds not previously authorized for that Committee by the Board of Directors.

E. All Federation Committee Chairs must be members of the Federation.

The next meeting of the FSCT Board of Directors will be, Saturday, May 15, 2004, at the Hilton Walt Disney World Resort, in Lake Buena Vista (Orlando), FL.