Proposed FSCT revised Bylaws: for second reading, November 6, 2005.

The second reading and final passage of proposed amendments to the FSCT Bylaws will take place at the November 6, 2005 meeting of the Board of Directors, in Las Vegas, NV. Published here is a copy of the Bylaws with the amendments showing [begin strikethrough]Deletions[end strikethrough] and Additions. A discussion of the amendments and their purpose was published in the March 2005 JCT COATINGSTECH. (Note: following approval of the Bylaws at first reading by the Board at its May 22, 2005 meeting FSCT's legal counsel clarified Bylaws Article III, Section 3.2. An explanation for the revision accompanies this section.)

BYLAWS

ARTICLE I

NAME, PURPOSES AND OBJECTIVES, AND OFFICES

Section 1.1. Name

The name of the corporation is Federation of Societies for Coatings Technology.

Section 1.2. Purposes and Objectives

The purposes of the Federation are set forth in its Articles of Incorporation. The Federation shall operate as a non-profit 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 

(Due to a clerical error in the wording of the initial Bylaw amendment, approved by the Board at its May 21, 2005 meeting, the intentions of Section 3.2, "Voting Rights; Proxy," may be misinterpreted. The revised language noted below, with changes provided by FSCT legal counsel and considered by them to be immaterial, should clarify the legal intentions of this provision.)

Section 3.2 Voting Rights; Proxy

Each Member shall be entitled to one vote, either in person or by proxy at a meeting; [begin strikethrough]or by proxy;[end strikethrough] 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 the meeting, unless a greater period of notice is required by the Act in a particular case. In the case of special meetings of the Members, the notice shall specify the general nature of the business to be transacted. When a meeting of the Members is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken, unless the Board fixes a new record date for the adjourned meeting or the Act requires notice of the business to be transacted and such notice has not previously been given.

Section 4.5. Determination of Members of Record

The Board may fix a time, not more than seventy (70) days prior to the date of any meeting of the Members or any adjournment thereof, as a record date for the determination of the Members entitled to notice of, or to vote at, such meeting. The Board may similarly fix a record date for the determination of the Members of record for any other purpose including a vote in accordance with the procedures set forth in Section 4.9. When a determination of the Members of record has been made for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting. If no record date is fixed, the record date shall be determined in accordance with the Act.

Section 4.6. Quorum 

A. Definition of Quorum: There shall be a quorum if at least five percent (5%) of the Members, entitled to vote on the matters to be acted upon, are present (either in person or by proxy) at a meeting or participate in a vote conducted in accordance with the procedures set forth in Section 4.9.

B. Default Provision--Section 4.9 Vote:

(1) In the case of a vote conducted in accordance with the procedures set forth in Section 4.9 for the election of Member-Elected Directors, if a quorum is not reached after the Board has extended the period for voting twice for a period to be determined by the Board, then the number of Members who voted by the close of the second extension shall nevertheless constitute a quorum.

(2) In the case of a vote conducted pursuant to Section 4.9 for any purpose other than the election of Member-Elected Directors, if a quorum is not reached after the Board has extended the period for voting twice for a period to be determined by the Board, those Members who have voted by the close of the second extension of the voting period shall constitute a quorum for the purpose of acting upon any resolution or other matter so long as written notice of the second extension of the voting period has been given to Members entitled to vote. The written notice of the second extension must (a) state that those members who vote by the close of the second extension shall constitute a quorum for the purpose of acting on such resolution or other matter; and (b) be given to each Member of record at least ten (10) days prior to the day named for the close of the second extension of the voting period.

C. Default Provision--Meeting Vote: In the absence of a quorum at a meeting, [section] 5756(b) of the Act will apply.

Section 4.7. Participation in Meetings

One or more Members may participate in a meeting of the Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 4.8. Voting Rights of Members

The voting rights of Members shall be limited to the election of Directors as set forth in Section 5.3 and the adoption, amendment and repeal of bylaw provisions committed expressly to the Members as set forth in Section 20.2 of these Bylaws.

Section 4.9. Voting Procedures

Notwithstanding anything to the contrary contained herein, voting by Members may be conducted at a meeting, or at any time prior thereto, by mail, electronic mail, list-serve response or other "web"-based program, or any other method determined by the Board that permits participation in such voting by each Member entitled to vote, or by his or her duly authorized attorney in fact and filed with the Secretary-Treasurer of the Federation.

Section 4.10. Adjournment

Adjournments of any meeting of the Members may be taken. Any meeting at which Directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each as the Members present and entitled to vote shall direct, until such Directors have been elected.

Section 4.11. Organization

At every meeting of the Members, the President, or, in his or her absence, the Vice President, or in the absence of the President and the Vice President, a chair chosen by the Members, shall act as chair. The Secretary-Treasurer, or in his or her absence, a person appointed by the President, shall act as secretary.

ARTICLE V[begin strikethrough]ARTICLE IV[end strikethrough]

BOARD OF DIRECTORS

Section 5.1. [begin strikethrough]Section 4.1.[end strikethrough] Board of Directors

The business and affairs of the Federation shall be managed under the direction of the Board. Except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, the powers of the Federation shall be exercised by, or under the authority of, the Board.

Section 5.2. [begin strikethrough]Section 4.2.[end strikethrough] Qualification of Directors

Each Director shall be a natural person at least 18 years of age, who need not be a resident of Pennsylvania. Each Director shall at all times be a Full or an Educator Member [begin strikethrough]of the Federation, except that:[end strikethrough].

[begin strikethrough]A. a Past President may hold any class of membership in the Federation; and[end strikethrough]

[begin strikethrough]B. the representative of NPCA need not be a Member. A Society Director must at all times also be a member of the Constituent Society which elected such Society Director.[end strikethrough]

[begin strikethrough]Section 4.3. Members of Board[end strikethrough]

Section 5.3. Number of Directors; Classes and Election of Member-Elected Directors

A. The Board shall consist of: eleven (11) Directors. The President and Vice President shall serve as voting members of the Board. There shall be nine (9) Member-Elected Directors, who shall be divided into three classes, each consisting of three (3) individuals. The term of office of one class shall expire in each year. Each class shall be elected by the Members entitled to elect Directors for terms of three (3) years.

[begin strikethrough]A. President;[end strikethrough]

[begin strikethrough]B. President Elect;[end strikethrough]

[begin strikethrough]C. Secretary Treasurer;[end strikethrough]

[begin strikethrough]D. Immediate Past President;[end strikethrough]

[begin strikethrough]E. two Past President Directors;[end strikethrough]

[begin strikethrough]F. four Directors at Large;[end strikethrough]

[begin strikethrough]G. all of the Society Directors; and[end strikethrough]

[begin strikethrough]H. an individual appointed by NPCA.[end strikethrough]

[begin strikethrough]Section 4.4. Terms of Directors[end strikethrough]

[begin strikethrough]A. Past President Directors shall hold office for a two year term beginning at the close of the Annual Meeting at which they are elected and ending at the close of the second succeeding Annual Meeting or until their successors have been elected and qualified.[end strikethrough]

B. [begin strikethrough]Directors at Large shall hold office for a three year term beginning at the close of the Annual Meeting at which they are elected and ending at the close of the third succeeding Annual Meeting or until their successors have been elected and qualified.[end strikethrough]To achieve the initial classification of the Board, the initial terms of the three classes of the first Board shall begin on January 1, 2006 and shall be approximately one, two and three years, respectively.

[begin strikethrough]C. Society Directors shall hold office for a three year term beginning at the close of the Annual Meeting at which their appointment is to be effective and ending at the close of the third succeeding Annual Meeting or until their successors have been elected and qualified.[end strikethrough]

Section 5.4. Term of Office: Member-Elected Directors

[begin strikethrough]D. The individual appointed by the NPCA[end strikethrough]Except as provided in Section 5.3, each Member-Elected Director shall hold office [begin strikethrough]for a one year term beginning at the close of the Annual Meeting[end strikethrough](a) beginning at the annual meeting of Members at which his or her [begin strikethrough]appointment is to be effective[end strikethrough]election is announced and ending at the [begin strikethrough]close of the next succeeding Annual Meeting or[end strikethrough]annual meeting of Members three years later; (b) until his or her successor has been elected and qualified; (c) until his or her earlier election to President or Vice President; (d) until his or her failure to qualify as a Full or Educator member; or (e) until his or her earlier death, resignation, or removal.

[begin strikethrough]E. All other Directors shall serve as long as they are an Officer or Immediate Past President, as the case may be.[end strikethrough]

Section 5.5. [begin strikethrough]Section 4.5.[end strikethrough] Compensation of Directors

Directors shall serve without compensation for their services as Directors or as committee members but may be reimbursed for expenses reasonably incurred on behalf of the Federation to the extent provided by the Board.

[begin strikethrough]Section 4.6. Vote Required by Act[end strikethrough]

[begin strikethrough]All matters relating to the Federation which require a vote by the Act shall be by vote of the Directors.[end strikethrough]

ARTICLE VI [begin strikethrough]ARTICLE V[end strikethrough]

MEETINGS OF BOARD OF DIRECTORS

Section 6.1. [begin strikethrough]Section 5.1.[end strikethrough] Regular Meetings of Directors

There shall be at least two regular meetings of the Board each year, at such place and on such dates as the Board shall designate and with such programs and order of business as may be arranged by the President.

Section 6.2. [begin strikethrough]Section 5.2.[end strikethrough] Annual Meeting of Directors

Except as may otherwise be provided by the Board, the Annual Meeting shall be held in the last quarter of the calendar year, at such place and on such dates as the Board shall designate and with such programs and order of business as may be arranged by the President. To the extent possible such meeting shall be held in conjunction with the annual meeting of Members.

Section 6.3. [begin strikethrough]Section 5.3.[end strikethrough] Special Meetings of Directors

The President or any [begin strikethrough]nine[end strikethrough]five (5) Directors may call a special meeting of the Board, which shall be held at such place and on such dates as shall be designated in the notice for the meeting. Five days' written notice of any special meeting shall be given to each Director pursuant to Section 19.1 or notice may be given by telephone. Such notice shall state the place, date and time of such special meeting but need not state the purpose of such meeting.

Section 6.4. [begin strikethrough]Section 5.4.[end strikethrough] Quorum and Voting by Directors

The presence of a majority of the Directors shall constitute a quorum. Except as otherwise provided in the Articles of Incorporation or these Bylaws, a majority vote of those present and voting shall be sufficient to carry any vote. Each Director shall have one vote.

Section 6.5. [begin strikethrough]Section 5.5.[end strikethrough] Participation in Meetings of Directors and Committees

A Director may participate in a meeting of the Board, or a committee thereof, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 6.6. [begin strikethrough]Section 5.6.[end strikethrough] Chair of Meetings of Directors

Each meeting of the Board shall be presided over by the President or, in [begin strikethrough]the[end strikethrough]his or her absence [begin strikethrough]of the President,[end strikethrough] the Vice President [begin strikethrough]Elect[end strikethrough] or, in the absence of both the President and Vice President [begin strikethrough]Elect[end strikethrough], a chair chosen by a majority of the Directors present. The Secretary-Treasurer or, in his or her absence, an individual appointed by the chair, shall act as secretary.

Section 6.7. [begin strikethrough]Section 5.7.[end strikethrough] Consent of Directors in Lieu of Meetings

Any action which may be taken at a meeting of the Directors may be taken without a meeting, if a consent or consents in writing, setting forth the actions so taken, shall be signed by all Directors and filed with the Secretary-Treasurer.

[begin strikethrough]ARTICLE VI[end strikethrough]

[begin strikethrough]EXECUTIVE COMMITTEE[end strikethrough]

[begin strikethrough]Section 6.1. Authority of Executive Committee[end strikethrough]

ARTICLE VII

COMMITTEES

Section 7.1. Establishment and Powers

The [begin strikethrough]Executive Committee shall be authorized to act for the Board between its regular meetings. Except as otherwise provided by these Bylaws or by the Board, the Executive Committee[end strikethrough]President or the Board, by resolution adopted by a majority of the Directors, may establish one or more committees, not including Standing Committees, to consist of one or more Directors of the Federation and any number of individuals who are not Directors of the Federation. The President may designate one or more Directors or other individuals as alternate members of a committee. Any committee, to the extent provided by the President or in the resolution of the Board, shall have[begin strikethrough],[end strikethrough] and may exercise[begin strikethrough],[end strikethrough] all of the powers and authority of the Board [begin strikethrough]in the management of the Federation and shall:[end strikethrough]

[begin strikethrough]A. act with the President in executing the general policies and the administration of the Federation;[end strikethrough]

[begin strikethrough]B. prepare, annually, a budget for the operation of the Federation for consideration by the Board; and[end strikethrough]

[begin strikethrough]C. submit to the Directors at each regular meeting of the Board, a report of all actions taken.[end strikethrough]

[begin strikethrough]Section 6.2. Limitations on Authority of Executive Committee The Executive Committee[end strikethrough], except that a committee, including Standing Committees, if any, shall not have any power or authority[begin strikethrough]:[end strikethrough] as to the following:

A. The submission to the Members of any action requiring approval of the Members under the Act;

B. [begin strikethrough]A. to fill[end strikethrough]The creation or filling of vacancies in the Board;

C. [begin strikethrough]B. to adopt, amend[end strikethrough]The adoption, amendment or repeal [begin strikethrough]these[end strikethrough]of the Bylaws or Standing Rules;

D. [begin strikethrough]C. to amend or repeal any Resolution of[end strikethrough]The amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; or

E. [begin strikethrough]D. to act[end strikethrough]Action on matters committed by [begin strikethrough]these[end strikethrough]the Bylaws or Standing Rules or [begin strikethrough]by[end strikethrough]a resolution of the Board exclusively to another committee of the Board.

[begin strikethrough]Section 6.3. Members of Executive Committee The Executive Committee shall consist of nine Directors: the President, the President Elect, the Secretary Treasurer, the Immediate Past President, four Society Directors, and one Director at Large.[end strikethrough]

Section 7.2. [begin strikethrough]Section 6.4. Term of Members of Executive Committee[end strikethrough]Term

[begin strikethrough]A. Members of the Executive Committee shall hold office for a one year term beginning at the close of the Annual Meeting at which they are elected and ending at the close of the next succeeding Annual Meeting.[end strikethrough]

[begin strikethrough]B. The term of a member of the Executive Committee shall terminate upon such individual ceasing to be a Director.[end strikethrough]

[begin strikethrough]Section 6.5. Meetings of Executive Committee[end strikethrough]

[begin strikethrough]The Executive Committee shall hold a minimum of four meetings each year at such places and on such dates as the President shall designate.[end strikethrough]

[begin strikethrough]Section 6.6. Quorum and Voting by Members of Executive[end strikethrough]

[begin strikethrough]The presence of six members of the Executive Committee, at least two of whom are Officers, shall constitute a quorum.[end strikethrough]

Except as otherwise provided in [begin strikethrough]the Articles of Incorporation or these Bylaws, a majority vote of those present and voting shall be sufficient to carry any vote. Each member of the Executive Committee shall have one vote.[end strikethrough]

[begin strikethrough]ARTICLE VII[end strikethrough]

[begin strikethrough]OTHER COMMITTEES[end strikethrough]

[begin strikethrough]Section 7.1.[end strikethrough] these Bylaws, each Committee of the Board and the Members thereof shall serve at the pleasure of the President or the Board.

Section 7.3. Standing Committees

[begin strikethrough]In addition to the Executive Committee, there[end strikethrough].

There shall be a Nominating Committee, a Bylaws Committee and [begin strikethrough]such other Committees as may be created by the President.[end strikethrough]

[begin strikethrough]Section 7.2. Nominating Committee[end strikethrough] a Finance/Audit Committee. The specific responsibilities and scope of authority of each Standing Committee shall be determined by the President from time to time. Except as otherwise set forth in these Bylaws, the President shall appoint members of the Standing Committees annually. The Board by resolution may determine not to constitute a Standing Committee for any year.

Section 7.4. Nominating Committee

The Nominating Committee shall have five members consisting of the Immediate Past-President[begin strikethrough],[end strikethrough] as chair [begin strikethrough]; one other[end strikethrough] and four additional members proposed by the Chair/Immediate Past-President and [begin strikethrough]three Directors who are not Officers and at least two of whom are Society Directors. A[end strikethrough]ll [begin strikethrough]Members, except the Immediate Past President, shall be appointed by the Board upon the recommendation of the President[end strikethrough]approved by the Board. Members of the Committee need not be Directors but must be Full or Educator Members in good standing of the Federation. No Officer shall be permitted to serve as a member of the Nominating Committee. If the Immediate Past-President is unwilling or unable to serve as chair, [begin strikethrough]another Past President shall be appointed by the Board, upon the recommendation of the President, as the fifth Member and chair[end strikethrough]the position shall be filled by the most recent Past-President who is willing and able to serve. Any vacancies in the membership of the Nominating Committee shall be filled by the Board upon the recommendation of the [begin strikethrough]President. Membership on the Nominating Committee shall not preclude nomination to any office[end strikethrough]. Chair. The Committee shall be prohibited from nominating one of its own members as a Director or Officer of the Board. Members of the Nominating Committee shall serve a one-year term.

[begin strikethrough]Section 7.3. Committees Other Than Executive and Nominating[end strikethrough]

Section 7.5 Bylaws Committee

There shall be a Bylaws Committee which shall:

A. review all proposed amendments to the Bylaws and Standing Rules deemed by the Board to have merit and submit a report to the Board with its recommendations,

B. engage in such other activities as the Board shall designate.

Section 7.6. Finance/Audit Committee

There shall be a Finance/Audit Committee which shall:

A. oversee the finances of the Federation, review the Federation's annual budget, oversee and review the audit, and make recommendations as appropriate with respect to the budget and financial matters; and

B. engage in such other activities as the Board shall designate.

Section 7.7. Committee Organization

[begin strikethrough]Members of committees other than the Executive and Nominating Committees shall be appointed by the President and shall serve at the pleasure of the President.[end strikethrough] Except as otherwise provided by the Board, each Committee shall establish its own operating procedures. Each Committee shall keep regular minutes of its proceedings and report to the Board as it shall specify. Each Committee shall determine the places, dates and times of its meetings.

ARTICLE VIII

OFFICERS

Section 8.1. Officers

The elected Officers of the Federation shall consist of a President, Vice President [begin strikethrough]Elect[end strikethrough], and Secretary-Treasurer.

Section 8.2. Qualification of Officers

All Officers shall be natural persons of at least 18 years of age and, except as otherwise set forth in these bylaws, shall at all times be Full or Educator Members.

Section 8.3. Term [begin strikethrough]of Officers[end strikethrough]of President and Vice President

[begin strikethrough]The[end strikethrough]Except as otherwise set forth in the Bylaws, the President [begin strikethrough]Elect and Secretary Treasurer shall[end strikethrough] and the Vice President shall each hold office for a [begin strikethrough]one[end strikethrough]two-year term beginning at the [begin strikethrough]close of the Annual Meeting at which they are elected[end strikethrough]annual meeting of Members at which his or her election is announced and ending at the [begin strikethrough]close of the next succeeding Annual Meeting[end strikethrough]annual meeting of Members two years later or until their successors have been elected and qualified, or until his or her earlier death, resignation, or removal, or failure to meet the requirements for Full or Educator Member.

Section 8.4. Term of Secretary-Treasurer

The [begin strikethrough]President shall hold office for a like term.[end strikethrough]Secretary-Treasurer shall hold office for a one-year term beginning at the annual meeting of Members at which his or her election is announced and ending at the annual meeting of Members one year later or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal, or failure to meet the requirements for Full or Educator Member.

Section 8.5. [begin strikethrough]Section 8.4.[end strikethrough] President & Chair of the Board

The President [begin strikethrough]shall be the chief executive officer of the Federation;[end strikethrough] shall, in general, perform all duties incident to the office of president and such other duties as may be assigned by the Board; and act as chair of all meetings of the Board and of the [begin strikethrough]Executive Committee[end strikethrough]Members.

Section 8.6. [begin strikethrough]Section 8.5.[end strikethrough] Vice President [begin strikethrough]Elect[end strikethrough]

In the absence or disability of the President, or in the event of the President's refusal to act, or when so directed by the President, the Vice President [begin strikethrough]Elect[end strikethrough] may perform all duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President [begin strikethrough]Elect[end strikethrough] shall perform such other duties as may be assigned by the Board or the President.

Section 8.7. [begin strikethrough]Section 8.6.[end strikethrough] Secretary-Treasurer

[begin strikethrough]A.[end strikethrough] The Secretary-Treasurer position shall be filled by either (a) a Member; (b) a member of the Federation's staff; or (c) a Member-Elected Director. Unless the position is filled by a Member-Elected Director, the Secretary-Treasurer shall be a non-voting member of the Board. The Secretary-Treasurer shall perform all duties [begin strikethrough]as are[end strikethrough] incident to [begin strikethrough]the offices of Secretary and Treasurer[end strikethrough]that office and such additional duties as may be assigned by the Board or the President.

[begin strikethrough]B. The Secretary Treasurer shall be bonded at the Federation's expense for an amount determined by the Board.[end strikethrough]

[begin strikethrough]Section 8.7. Executive Vice President[end strikethrough]

Section 8.8. Executive Director

A. The [begin strikethrough]Executive Committee[end strikethrough]Board shall appoint an Executive [begin strikethrough]Vice President[end strikethrough]Director of the Federation, which person shall serve at the pleasure of the Board.

B. The Executive [begin strikethrough]Vice President[end strikethrough]Director shall serve as the chief [begin strikethrough]administrative[end strikethrough]executive officer of the Federation and shall perform such duties as may be assigned by the Board [begin strikethrough]or the President.[end strikethrough] The Executive Director shall serve as a non-voting member of the Board. The Executive Director shall act as the Federation's President when action is required by any statute, court, governmental agency, or other competent authority to be taken by a president of the Federation.

Section 8.9. Compensation of Officers

The compensation of all officers shall be fixed by the Board or any committee or officer authorized by the Board. No officer shall be precluded from receiving such compensation by reason of the fact that he or she is also a Director of the Federation. Nothing contained herein shall preclude the Board from authorizing the Federation to reimburse any Officer for the actual and reasonable out of pocket expenses (including without limitation reasonable travel expenses) of such Officer in connection with the business of the Federation.

ARTICLE IX

NOMINATION, ELECTION, RESIGNATION, REMOVAL AND VACANCY 

[begin strikethrough]Section 9.1. President[end strikethrough]

[begin strikethrough]The President Elect shall automatically succeed to the office of President upon the conclusion of the term of the President. However, if there is no President Elect or the President Elect is unwilling or unable to serve as President, the President shall be nominated and elected in the manner provided below for the other Officers.[end strikethrough]

Section 9.1. [begin strikethrough]Section 9.2.[end strikethrough] Nomination of Directors [begin strikethrough], Members of the Executive Committee[end strikethrough] and Officers

A. The Nominating Committee shall [begin strikethrough]prepare a report of its nominees[end strikethrough]propose names for the election of the Member-Elected Directors [begin strikethrough], members of the Executive Committee and Officers to be elected by the Board. The Nominating Committee shall cause a copy of its report to be mailed to the Directors at least 30 days prior to the Spring Meeting of the Board.[end strikethrough] The recommendations of the Nominating Committee for such Directors shall be presented to the Members either in connection with a vote undertaken in accordance with the procedures set forth in Section 4.9 or with the notice of the meeting of the Members at which the election shall take place or be concluded.

B. Members may cast only one vote per individual and may vote for that number of individuals up to the total number of Directors to be elected. Cumulative voting shall not be permitted. The individuals receiving the highest number of votes, up to the number of Directors to be elected, shall be elected as Directors.

C. [begin strikethrough]B.[end strikethrough] Nominations for the Member-Elected Directors [begin strikethrough], members of the Executive Committee and Officers[end strikethrough] may also be made [begin strikethrough]by any Society Director at the Spring Meeting of the Board, or[end strikethrough] by a written petition signed by twenty-five (25) Members which is received by the Executive [begin strikethrough]Vice President[end strikethrough]Director of the Federation not later than June 15 of the year in which the election is to take place. [begin strikethrough]If there is any subsequent substituted nomination by the Nominating Committee pursuant to the provisions of Paragraph D of this Section 9.2. of these Bylaws, a written petition nominating an individual for such position may be filed in such manner at any time prior to the Annual Meeting.[end strikethrough]

[begin strikethrough]C. All nominations shall be published in the August issue of the JCT COATINGSTECH.[end strikethrough]

D. I[begin strikethrough]f, after the report of the Nominating Committee is mailed and prior to the Annual Meeting, any person nominated to office by the Nominating Committee shall die or become unable or unwilling to serve, the Nominating Committee shall make such substituted nominations as are appropriate. If practicable, notice of such nominations shall be given to the Directors before the Annual Meeting; otherwise notice shall be given at the Annual Meeting.[end strikethrough]The Nominating Committee shall propose to the Board nominees for President, Vice President and Secretary-Treasurer.

Section 9.2. [begin strikethrough]Section 9.3.[end strikethrough] Election of [begin strikethrough]Directors, Members of the Executive Committee and[end strikethrough] Officers

[begin strikethrough]The Board shall elect, at the Annual Meeting, one Past President Director and two Directors at Large to serve as Directors; the four Society Directors and Director at Large to serve on the Executive Committee; and the President Elect[end strikethrough] Except as otherwise provided by resolution of the Board, the Board shall elect, prior to the annual election of Member-Elected Directors, the President, the Vice President and the Secretary-Treasurer. Only individuals who have been nominated as provided in these Bylaws shall be eligible for election.

[begin strikethrough]Section 9.4. Election of Society Directors[end strikethrough]

[begin strikethrough]Each Constituent Society shall elect one of its members as a Society Director every third year to serve as a Society Director on the Board.[end strikethrough]

Section 9.3. [begin strikethrough]Section 9.5.[end strikethrough] Vote by Secret

The vote by the Board for Officers shall be by secret ballot in the event that more than one nominee is proposed for any office.

Section 9.4. [begin strikethrough]Section 9.6.[end strikethrough] Resignation

Any Director [begin strikethrough],[end strikethrough] or Officer or member of the [begin strikethrough]Executive Committee[end strikethrough]Nominating, Bylaws, Finance/Auditing, or other committee [begin strikethrough], or any Officer, Committees[end strikethrough] may resign at any time by giving written notice to the Federation. The resignation shall be effective upon receipt by the Federation or at such subsequent time as may be specified in the notice.

Section 9.5. [begin strikethrough]Section 9.7.[end strikethrough] Removal of Directors or Officers

Any Director [begin strikethrough], member of the Executive Committee[end strikethrough] or Officer may be removed from office by a vote of two-thirds (2/3) of all the Directors at any meeting of the Board whenever in their judgment the best interests of the Federation will be served. No Director may be removed from office by a vote of the Members. An Officer's removal shall be without prejudice to the contract rights, if any, of any person so removed.

Section 9.6. [begin strikethrough]Section 9.8.[end strikethrough] Vacancies [begin strikethrough]in the Board or in the Executive Committee[end strikethrough]of Member-Elected Directors

[begin strikethrough]A.[end strikethrough] Vacancies [begin strikethrough]in[end strikethrough]of Member-Elected Directors on the Board [begin strikethrough]or in the Executive Committee[end strikethrough], including vacancies resulting from an increase in the number of directors, the election of a Member-Elected Director to President or Vice President, or the death, resignation, removal or ceasing to be a Full or Educator Member [begin strikethrough]when required,[end strikethrough] shall be filled[begin strikethrough]:[end strikethrough] by a majority vote of the Board. Each person so elected shall be a Director for the balance of the unexpired term.

[begin strikethrough](a) in the case of the President, by the President Elect;[end strikethrough]

[begin strikethrough](b) in the case of the President Elect or Secretary Treasurer, by a Full Member elected by the Board to such office as his or her successor;[end strikethrough]

[begin strikethrough](c) in the case of the Immediate Past President, by the most recent Past President who is willing and able to serve;[end strikethrough]

[begin strikethrough](d) in the case of a Past President Director, by a Past President elected by the Board to fill the vacancy;[end strikethrough]

[begin strikethrough](e) in the case of a Director at Large (1) serving on the Board, by a Full Member elected by the Board to fill the vacancy or (2) serving on the Executive Committee, by another Director at Large elected by the Board to fill the vacancy; and[end strikethrough]

[begin strikethrough](f) in the case of a Society Director, (1) serving on the Board, by a Full Member appointed by the applicable Constituent Society to fill the vacancy, or (2) serving on the Executive Committee, by another Society Director elected by the Board to fill the vacancy; and[end strikethrough]

[begin strikethrough](g) in the case of the NPCA Representative, by an individual selected by the NPCA to fill the vacancy.[end strikethrough]

[begin strikethrough]B. Each individual elected or appointed to fill a vacancy in the Board or Executive Committee shall serve for the balance of the unexpired term.[end strikethrough]

Section 9.7. [begin strikethrough]Section 9.9.[end strikethrough] Officer Vacancy

Any vacancy created by the death, resignation or removal of an Officer shall be filled by the Board [begin strikethrough]except that any vacancy in the office of President shall be filled by the President Elect.[end strikethrough] Each individual elected to fill a vacancy shall serve for the balance of the unexpired term [begin strikethrough]and, in the case of a President Elect filling a vacancy in the office of President, such individual shall also serve his or her full term as President.[end strikethrough]

ARTICLE X

CONSTITUENT SOCIETIES [begin strikethrough]AND SOCIETY DIRECTOR[end strikethrough]

Section 10.1. Description of Constituent Society

A Constituent Society is a group of individuals formally organized to pursue objectives consistent with those of the Federation, which has been admitted to the status of a Constituent Society of the Federation in accordance with these Bylaws and the Standing Rules.

Section 10.2. Classes of Membership in Constituent Society

Members of a Constituent Society shall satisfy the criteria 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.

Section 10.3. Status of Constituent Society

The Standing Rules shall contain principles and procedures governing the establishment and certification of Constituent Societies, the geographic boundary of each, and requirements for the maintenance of the status of a Constituent Society. The Board shall have the right

A. to certify a group as a Constituent Society by a vote of a majority of all the Directors; and

B. to withdraw the certification of any Constituent Society for failure to satisfy the requirements for such status by a vote of a majority of all the Directors.

Section 10.4. Management of Internal Affairs of Constituent Society

Except as provided by these Bylaws and the Standing Rules, each Constituent Society shall control its own internal affairs.

Section 10.5. Operation of Constituent Society in Accordance with Law

Each Constituent Society shall operate in accordance with the laws of the jurisdiction within its geographic boundaries and the Federation shall take no action which shall cause any Constituent Society to violate these laws.

Section 10.6. Society [begin strikethrough]Director[end strikethrough]Liaison Council

[begin strikethrough]A. In addition to serving as a Director, a Society Director shall represent the Constituent Society at meetings of Members and shall report to the Constituent Society on the activities of the Federation.[end strikethrough]

[begin strikethrough]B. In the temporary absence of the Society Director, an alternative Society Director may be appointed by the Constituent Society to perform such functions but such alternative Society Director shall not serve as a voting member of the Board or Executive Committee.[end strikethrough]

A Society Liaison Council shall be established for the purpose of advising the Board regarding issues affecting the Constituent Societies.

ARTICLE XI

LIMITATION OF LIABILITY; INSURANCE

Section 11.1. Limitation of Liability of Directors

A Director shall not be personally liable, as a Director, for monetary damages for any action taken, or any failure to take any action, as a Director unless:

A. the Director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter [begin strikethrough]55[end strikethrough]57 of the Act; and

B. the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

This Section shall not apply to (1) the responsibility or liability of a Director pursuant to any criminal statute, or (2) the liability of a Director for the payment of taxes pursuant to federal, state, or local law. Any repeal or amendment of this Section shall be prospective only and shall not increase, but may decrease, a Director's liability with respect to actions or failures to act occurring prior to such change.

Section 11.2. Insurance

The Federation may purchase and maintain insurance on behalf of any individual who is or was a Director or officer of the Federation or is or was serving at the request of the Federation as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Federation would have the power to indemnify him or her against that liability under the Act. The Federation's payment of premiums with respect to such insurance coverage shall be provided primarily for the benefit of the Federation. To the extent that such insurance coverage provides a benefit to the insured person, the Federation's payment of premiums with respect to such insurance shall be provided in exchange for the services rendered by the insured person and in a manner so as not to constitute an excess benefit transaction under section 4958 of the Internal Revenue Code of 1986, as amended.

ARTICLE XII

INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS

Section 12.1. General Indemnification

The Federation shall indemnify any "authorized representative" of the Federation (which shall mean, for the purpose of this Article, a Director or officer of the Federation or a person serving at the request of the Federation as a Director, officer, partner, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise[begin strikethrough]) and[end strikethrough] who was or is a "party" (which shall include for purposes of this Article the giving of testimony or similar involvement) or is threatened to be made a party to any "proceeding" (which shall mean for purposes of this Article any threatened, pending or completed action, suit, appeal, or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Federation, its Members or otherwise) by reason of the fact that such person was or is an authorized representative of the Federation to the fullest extent permitted by law, including without limitation indemnification against expenses (which shall include for purposes of this Article attorneys' fees and disbursements), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding unless the act of failure to act giving rise to the claim is finally determined by a court to have constituted willful misconduct or recklessness. If an authorized representative is not entitled to indemnification in respect of a portion of any liabilities to which such person may be subject, the Federation shall nonetheless indemnify such person to the maximum extent for the remaining portion of the liabilities.

Section 12.2. Advancement of Expenses

The Federation shall pay the expenses (including attorneys' fees and disbursements) actually and reasonably incurred in defending a proceeding on behalf of any person entitled to indemnification under [begin strikethrough]the above provisions[end strikethrough]these Bylaws in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Federation as authorized in this [begin strikethrough]Section[end strikethrough]Article. The financial ability of such authorized representative to make such repayment shall not be prerequisite to the making of an advance.

Section 12.3. Employee Benefit Plans

For purposes of this Section, the Federation shall be deemed to have requested an officer or Director to serve as a fiduciary with respect to an employee benefit plan where the performance by such person of duties to the Federation also imposes duties on, or otherwise involves services by, such person as a fiduciary with respect to the plan; excise taxes assessed on an authorized representative with respect to any transaction with an employee benefit plan shall be deemed "fines"; and action taken or omitted by such person in good faith with respect to an employee benefit plan in the performance of duties for a purpose reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Federation.

Section 12.4. Security for Indemnification Obligations

To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Federation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Federation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board shall deem appropriate.

Section 12.5. Reliance Upon Provisions

Each person who shall act as an authorized representative of the Federation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.

Section 12.6. Amendment or Repeal

All rights of indemnification under this Article shall be deemed a contract between the Federation and the person entitled to indemnification under this Article pursuant to which the Federation and each such person intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not limit, but may expand, any rights or obligations in respect of any proceeding whether commenced prior to or after such change to the extent such proceeding pertains to actions or failures to act occurring prior to such change.

Section 12.7. Scope of Article

The indemnification, authorized by this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be an authorized representative in respect of proceedings pertaining to actions or failures to act occurring prior to such time, and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE XIII

CONFLICTS OF INTEREST

Section 13.1. Conflicts of Interest

No contract or transaction between the Federation and one or more of its Members, Directors or officers or between the Federation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the Member, Director or officer is present at, or participates in, the meeting of the Board which authorizes the contract or transaction, or solely because his, her, or their votes are counted for that purpose, if:

A. the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors even though the disinterested Directors are less than a quorum; [begin strikethrough]or[end strikethrough]

B. the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of such Members; or

C. [begin strikethrough]B.[end strikethrough] the contract or transaction is fair as to the Federation as of the time it is authorized, approved, or ratified by the Board or the Members.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board, which authorizes the contract or transaction.

ARTICLE XIV

STANDARD OF CARE

Section 14.1. Standard of Care; Justifiable Reliance

A Director shall stand in a fiduciary relation to the Federation and shall perform his or her duties as a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of the Federation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including, without limitation, financial statements and other financial data, in each case prepared or presented by any of the following:

A. One or more officers or employees of the Federation whom the Director reasonably believes to be reliable and competent in the matters presented;

B. Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person; or

C. A committee of the Board upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

Section 14.2. Presumption 

Absent breach of fiduciary duty, lack of good faith, or self-dealing, actions taken by the Board, committees of the Board, or by individual Directors, or any failure to take any action, shall be presumed to be in the best interests of the Federation.

Section 14.3. Notation of Dissent 

A Director who is present at a meeting of the Board, or of a committee of the Board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the Secretary-Treasurer of the meeting before the adjournment there of or transmits the dissent in writing to the Secretary-Treasurer immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of the action. Nothing in this Section shall bar a Director from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly upon receipt of a copy of the minutes, the Director notifies the Secretary-Treasurer, in writing, of the asserted omission or inaccuracy.

ARTICLE XV[begin strikethrough]ARTICLE XIV[end strikethrough]

ANNUAL REPORT

Section 15.1. [begin strikethrough]Section 14.1.[end strikethrough] Annual Report

As soon as practical after the close of each fiscal year, the Board shall submit for publication in JCT COATINGSTECH, a report, verified by the President and Secretary-Treasurer or by a majority of the Directors, covering the activities of the Federation for the past year and showing in appropriate detail the following:

A. the assets and liabilities, including the trust funds, of the Federation as of the end of the fiscal year immediately preceding the date of the report;

B. the principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report;

C. the revenue or receipts of the Federation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Federation; [begin strikethrough]and[end strikethrough]

D. the expenses or disbursements of the Federation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Federation [begin strikethrough].[end strikethrough]; and

E. the number of Members of the Federation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current Members may be found.

Section 15.2. [begin strikethrough]Section 14.2.[end strikethrough] Filing of Annual Report

The annual report shall be filed with the minutes of the Annual Meeting.

ARTICLE XVI[begin strikethrough]ARTICLE XV[end strikethrough]

OFFICIAL PUBLICATIONS

Section 16.1. [begin strikethrough]Section 15.1.[end strikethrough] Official Publications

The Federation shall publish JCT RESEARCH, JCT COATINGSTECH, and any other publications which the Board deems necessary or desirable. Each Member shall receive an annual subscription to JCT RESEARCH and JCT COATINGSTECH and other publications as the Board may authorize.

[begin strikethrough]ARTICLE XVI[end strikethrough]

[begin strikethrough]DUES[end strikethrough]

[begin strikethrough]Section 16.1. Dues[end strikethrough]

[begin strikethrough]The Board shall establish the annual dues for each class of membership to be paid to the Federation.[end strikethrough]

ARTICLE XVII

FISCAL YEAR [begin strikethrough]AND MEMBERSHIP YEAR[end strikethrough]

Section 17.1. Fiscal Year

The fiscal year of the Federation shall end on August 31.

[begin strikethrough]Section 17.2. Membership Year[end strikethrough]

[begin strikethrough]The membership year of the Federation shall end on June 30.[end strikethrough]

ARTICLE XVIII

STANDING RULES

Section 18.1. Description of Standing Rules

Standing Rules are organizational and operating procedures for the Federation and the Constituent Societies.

Section 18.2. Adoption and Amendment of Standing Rules

The Standing Rules may be adopted or amended by the Board upon a vote of a majority of all the Directors at any meeting of the Board.

Section 18.3. Publication of Standing Rules

The text of all amendments to the Standing Rules shall be published in JCT COATINGSTECH not later than 60 days after being adopted by the Board.

ARTICLE XIX

MISCELLANEOUS

Section 19.1. Written Notice

A. Whenever written notice is required to be given to any person, it may be given to the person, either personally or by sending a copy by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission or electronic mail transmission, to his or her address (or to his or her telex, TWX or facsimile number or email address) appearing on the books of the Federation or, in the case of Directors, supplied by him or her to the Federation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched or, in the case of facsimile or electronic mail, when receipt has been confirmed. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by the Act. Except as otherwise provided by the Act or these Bylaws, when a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting, or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

B. Any notice required to be given under these Bylaws may be effectively waived by the person entitled to such notice by written waiver signed before or after the meeting to which such notice relates or by attendance at such meeting otherwise than for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 19.2. Real Property

The Federation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by the vote of two-thirds (2/3) of all [begin strikethrough]the Directors, except that if there are twenty one or more Directors, the vote of a majority of all the Directors shall be sufficient[end strikethrough]Directors. If the real property is subject to a trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.

Section 19.3. Negotiable Instruments 

All checks or demands for money and notes of the Federation shall be signed by such Officer or Officers as the Board may designate.

Section 19.4. Corporate Records

The Federation shall keep:

A. an original or duplicate record of the proceedings of the Board;

B. the original or a copy of its Bylaws, including all amendments thereto to date, certified by the Secretary-Treasurer of the Federation; and

C. appropriate, complete, and accurate books or records of account, at its registered office or at its principal place of business.

Section 19.5. Contracts

No contracts shall be entered into, nor disbursements made, without the prior approvals that may from time to time be required by the Board.

Section 19.6. Parliamentary Procedure 

Except as otherwise provided in the Articles of Incorporation and these Bylaws, any question of parliamentary order arising in the course of conduct of the meetings of the Members, the Board and committees of the Federation, shall be resolved pursuant to the latest, revised edition of Robert's Rules of Order.

ARTICLE XX

AMENDMENTS

Section 20.1. Origination of Proposed Amendments

Proposals to amend these Bylaws may be originated by: (a) any Officer or Director; (b) the Board; or (c) at least twenty-five (25) Members.

[begin strikethrough]A. any Officer;[end strikethrough]

[begin strikethrough]B. the Board;[end strikethrough]

[begin strikethrough]C. any committee of the Federation;[end strikethrough]

[begin strikethrough]D. any Constituent Society; or[end strikethrough]

[begin strikethrough]E. at least ten Full Members.[end strikethrough]

Section 20.2. Review of Proposed Amendments by Bylaws Committee

All proposals to amend these Bylaws shall be first submitted to the [begin strikethrough]Bylaws Committee in writing[end strikethrough]Board for review and consideration of whether such proposed amendments merit review by the Bylaws Committee. The Bylaws Committee shall review all such [begin strikethrough]proposals[end strikethrough]proposed amendments deemed by the Board to have merit and submit a report to the Board with its recommendations. [begin strikethrough]Such report shall be published in JCT COATINGSTECH and mailed to the president and secretary of each Constituent Society and to the Directors. Such publication and mailing shall occur at least 60[end strikethrough] at least thirty (30) days prior to the meeting of the Board at which the [begin strikethrough]proposed amendment is to be initially considered.[end strikethrough]proposal will be voted upon or, if applicable, submitted to a vote by Members. Except as otherwise provided by the Act, the Bylaws of the Federation may be amended by the vote of at least seven (7) of the eleven (11) members of the Board, except the following sections cannot be amended or repealed without a vote by Members: 3.1, 3.2, 3.5, 4.2, 4.6, 4.8, 4.9, 5.1, 5.3, 6.4, 9.1(B), 9.5, 9.6 and 11.1.

[begin strikethrough]Section 20.3. Initial Consideration of Proposed Amendments by Board[end strikethrough]

[begin strikethrough]The Board shall act on each proposal for amendment after receipt of the report of the Bylaws Committee. If a majority of all the Directors adopts a resolution proposing to amend the Bylaws, the text of the resolution shall be published in JCT COATINGSTECH and mailed to the president and secretary of each Constituent Society and to the Directors at least 45 days prior to the meeting of the Board called for the purpose of a final vote on the proposed amendment.[end strikethrough]

[begin strikethrough]Section 20.4. Final Consideration of Proposed Amendments by Board[end strikethrough]

[begin strikethrough]The resolution for amendment previously approved by the Board shall, after publication and distribution, be acted upon by the Board at a subsequent meeting. Any amendment must be adopted by a vote of a majority of all the Directors. The adopted amendment shall become effective immediately, or at a time otherwise specified by the Board, if later. The text of all adopted amendments shall be published in JCT COATINGSTECH not later than 60 days after being adopted by the Board.[end strikethrough]