Bylaws
AIM North America

ARTICLE I
ORGANIZATIONAL STRUCTURE
AIM North America is a Chapter of the Automatic Identification Manufacturers, Inc. ("AIM"), a Pennsylvania non-profit corporation; specifically Article III, Section 7, entitled "Chapters" of the AIM Bylaws permits the formation of Chapters. AIM North America shall be subject to the governing rules and operating procedures included in the AIM Chapters Operating Procedures Summary; provided further that AIM North America shall enter into a Chapter Licensing Agreement and Chapter Operating Agreement with AIM.
 
ARTICLE II
PURPOSES AND OBJECTIVE
Section 1. The purposes of AIM North America (hereinafter sometimes referred to as the "Association") are to foster, advance and promote the interests of the automatic identification industry; to compile and issue basic trade information; to promote an enlarged and more friendly intercourse among its members, and to engage in any other lawful trade association purpose conducted on a nonprofit basis primarily in the United States of America.
 
Section 2. The objective of AIM North America shall be to have an association of manufacturers and suppliers with the primary goal of accelerating the growth and use of ADIC technologies and services.
 
Section 3. AIM North America is the successor entity of AIM USA. AIM North America shall insure to the benefit of assets and accounts of AIM USA and shall be entitled to the benefit of all contractual rights and interests of AIM USA.
 
ARTICLE III
PROGRAMS
 
Section 1. Programs.
This association shall function with planned programs which shall include:
 
       (a)the preparation and distribution of educational and scientific materials; 
       (b)working closely with user groups to communicate needs, benefits and applications, and to solve mutual problems; 
       (c)the collection and dissemination of reliable industry statistics; 
       (d)assisting and coordinating the efforts of all related trade associations; 
       (e)the development and promotion of standard nomenclature and industry standards; 
       (f)promoting a better understanding of the automatic identification industry in industry and government; 
       (g)the establishment of liaison and cooperation with private and governmental groups that establish standards and/or safety codes which are pertinent to this association; 
       (h)maintaining a membership representative of the industry and through internal committees as necessary to provide an orderly and efficient method of accomplishing the programs and achieving the stated objectives of the association; and 
       (i)to conduct industry exhibits and seminars. 
 
ARTICLE IV
MEMBERSHIP
 
Section 1. Membership. 
Membership in AIM North America shall be comprised of Members from the United States of America and Canada that qualify under Section 2.
 
Section 2. Qualifications. 
There shall be two categories of membership as defined below:
 
        (a)Primary Members: Open to companies that are engaged in the manufacture, sale, or purchase of automatic identification and data capture equipment, systems, or are suppliers of auxiliary services or products. Primary members can be value added resellers, system integrators, hardware manufacturers, software developers, distributors, consultants, consumables and component companies, and manufacturer representatives. The benefits of Primary Members will be appended to the Bylaws. 
        (b)Associate Members: Open to companies that have an interest in automatic identification and data capture technology. Associate members can be academic institutions, recruiters, media companies, accounting firms, financial analysts, and publishers. Associate Membership shall be non-voting provided, however, that Representatives of Associate Members may serve on committees. The benefits of Associate Membership shall be appended to these Bylaws. 
 
Section 3. Application. 
Application for membership in this association or to receive a License shall be made to the President in writing on the required form as established by the association.
 
Section 4. Membership Eligibility. 
It is a condition of membership that all dues and assessment of a member shall be paid. The board shall have the right to suspend or terminate membership if such dues or assessments remain unpaid for more than thirty (30) days after written notice by AIM North America. If requested by the Board of Directors at any time after election to membership, a member agrees to submit to the President such statements as may be determined necessary to support continuing membership eligibility.
 
Section 5. Resignation. 
Resignations of members shall be submitted in writing to the President. Except as hereinafter stated, a resignation shall not be retroactively effective but shall be effective on the date received. All normal and regular dues shall accrue and be payable to the association to December 31 of the year in which the resignation is stated to become effective or is submitted, as the case may be, unless the resignation is submitted or is to become effective prior to February 15. In that event the obligation for dues shall terminate as of the preceding December 31. In appropriate cases for good cause shown, the President may waive dues where a resignation has been submitted to become effective subsequent to February 15. A member shall not be liable for any special assessments imposed after the effective date of its resignation. Any member resigning from the association shall have no further interest in the property or programs of, or claim against, the association.

Section 6. Councils.
Councils governed by association guidelines may be created by the Board of Directors upon approval of a petition submitted by a group of AIM members.
 
ARTICLE V
SUSPENSION OR EXPULSION FROM MEMBERSHIP
 
Section 1. Reasons for Suspension or Expulsion By Board Vote. 
Any Member may be suspended or expelled from membership by a vote of the Board of Directors for any of the following reasons:
 
        (a)Failure to conform with the provisions of the Articles of Incorporation of AIM and/or By Laws of AIM North America. 
        (b)Failure to conduct itself as a member or representative of AIM in a manner which promotes or furthers the interests of the Industry, other AIM Members and/or the AIM officers and management or engagement in conduct which is intended to or otherwise results in damaging the business or reputation of AIM, its members, officers or management. 
        (c)Failure to continue to meet membership or representative eligibility requirements. 
        (d)Failure of a Member to pay membership dues or assessments. 
 
Section 2. Procedure for Suspension or Expulsion by Board Vote. 
Upon being advised that an event has happened which would constitute grounds for suspension or expulsion of any member or representative from AIM North America under Section 1 of this Article, the Board of Directors may suspend or expel such members upon a vote of two-thirds of the Board of Directors; provided, however, such suspended or expelled member may appeal such suspension or expulsion by notifying the President (or his designated representative)within ten (10) days of being advised in writing of such Board Action. Upon receipt of such notice, the Board shall schedule a hearing at its next Board meeting to hear such appeal under such procedures as it shall determine in advance thereof.
 
Section 3. Reason and Procedure for Suspension or Expulsion By President. 
Any member may be suspended or expelled from membership, by the President, in his discretion, two weeks after the member has received notice from the President by certified mail, return receipt requested, of the proposed suspension or expulsion for failure to pay any dues or any assessments made within the authority of the By Laws of AIM North America within sixty (60) days after the payment thereof shall be due.
 
Section 4. Suspended and Expelled Members. 
Any member suspended under this Article from the association shall have no claim against or vote in the association. Any member or representative expelled from the association under this Article shall have no further interest in the property or programs of, or claim against, the association, and shall be entitled to re apply only through an appeal to, and reconsideration by, the Board of Directors as set forth in Section 2 of this Article and upon payment in full of all obligations to the Association outstanding at the time of expulsion.
 
ARTICLE VI
MEETINGS AND QUORUMS
 
Section 1. Annual Meeting. 
The Association shall hold an Annual General Assembly at a date to be determined by the Board of Directors from time to time for the introduction of selected Directors and the appointed officers and for the transaction of any other business placed on the agenda for the meeting by the Board of Directors. Notice of such meeting and the agenda therefor shall be sent by the President to each Council member and Direct Member at least thirty (30) days but not more than sixty (60) days in advance of the day specified for the meeting with a statement of the day, time and place of the meeting and information as to the subject matter to be considered at the meeting. The Board of Directors may invite any other person to such meeting as it deems necessary and appropriate.
 
Section 2. Special Meetings. 
Special meetings of the members or the Board of Directors may be called by the President or the Board of Directors at a place then designated, or shall be called by the President upon the request of not less than sixty (60%) percent of the Members. Notice of such meeting shall be sent at least ten (10) and not more than thirty (30) days before said meeting. Special meetings of the members or the Board of Directors may be held by telephone conference as set forth in Section 6 of this Article, but all votes shall be by letter ballot signed by the member representative or affiliate representative, as appropriate, and sent by facsimile within three (3) working days of ballot distribution to AIM North America. It shall be necessary that votes from a quorum of the members entitled to vote shall be received to constitute a valid vote and a majority of such quorum shall be necessary to prevail.
 
Section 3. Quorum and Voting. 
The presence in person of a majority of the members at any meeting of the association or Board of Directors shall be necessary to constitute a quorum for the transaction of business. A meeting at which a quorum is present shall be duly constituted for the transaction of business even though a lack of a quorum may subsequently arise. Each Member shall have only one (1) vote regardless of the number of representatives of such member who may be present at the meeting.
 
Section 4. Procedures. 
If, after any meeting of the members of the association or Board of Directors has been duly called, it be found by the President that an insufficient number will be present to constitute a quorum, the President may establish a new date and place for the meeting, and a new notice shall be sent by the President at least five (5) days in advance of the date of the meeting. The members present at a duly organized meeting with quorum can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. The President of the association, or in his absence a Vice President, shall be the Chairperson of all meetings of the members and the Board of Directors. In the absence of the President and Vice President, the Past President shall be the Chairperson and in the absence of the foregoing, the Chairperson shall be selected by the members or Directors present at such meeting.
 
Section 5. Minutes. 
At all meetings of the members of the association and the Board of Directors a record of the proceedings shall be preserved as the minutes of the meeting.
 
Section 6. Meetings by Phone. 
Members may participate in a special meeting of the members or the Board of Directors as set forth in Section 2 or a Council or a committee of the members by conference telephone or similar communications equipment by means of which all parties participating in the meeting can hear each other. All such meetings shall commence by a roll call identifying the participating parties and their affiliations and each such party shall identify when they are leaving the conference call and any other parties who becomes a party to the call shall likewise identify themselves and their affiliations.
Section 7. Guests. Attendance at meetings shall be limited to members and guests invited by the association.
 
ARTICLE VII
DIRECTORS
 
Section 1. Directors. 
The Board of Directors of the association shall be comprised of no fewer than seven (7) and no more than thirteen (13) members. So long as the number of Primary Members is two hundred ninety-nine (299) or fewer there shall be seven (7) members on the Board. The Board shall increase as of the beginning of the fiscal year following the year in which the Primary Membership surpasses the next full one hundred (100) Members, but in no event shall the Board exceed thirteen (13) members. The terms of the Directors shall be staggered. The initial Board of seven (7) members shall have two (2) members serving three year terms; three (3) members serving two year terms and two (2) members serving one (1) year terms. The initial Board shall be comprised of the members serving the terms set forth on the Board of Directors Addendum appended to these Bylaws. In the event a member of the Board of Directors is elected President during his/her term on the Board, the President's Board term shall be extended for one (1) or more additional years if necessary to coincide with the President's term in office. The term of a Director after the initial term shall be two years.
 
Section 2. Selection Procedures.
        (a)At least One Hundred and Twenty (120) days prior to the expiration of the term of any Director, or within sixty (60) days following the creation of a vacancy, the Board shall advise the appropriate selection body of any positions that are required to be filled, and request that qualified persons be selected to fill such vacancies. 
        (b)Each Director shall be a Manager/Executive level delegate from an AIM Member with responsibilities for Marketing or Sales in North America.. Each Director should be nominated to a Directorship because of such person’s leadership qualities and experience. 
        (c)The selection body shall notify the President of the persons selected at least thirty (30) days prior to the Annual Meeting. 
        (d)Persons selected to fill the vacancy of an unexpired term shall hold office until the expiration of the term of the predecessor. 
 (e)The Board may, by two-thirds vote of the full Board, declare any Board position vacant upon the failure for any reason of its incumbent to attend two consecutive meetings of the Board or to perform the duties of the office. 
 
Section 3. Meetings. 
The Board of Directors shall meet during the time set for the Annual General Assembly of the members and such other times as provided by the Directors. Two face to face meetings and generally every two months by telephone.
 
Section 4. Action of Directors.
        (a)The property, business and affairs of the association shall be managed by its Board of Directors. Except as otherwise provided by law, the Directors may, at the request of the President, take any action or adopt any resolution by letter ballot under such procedures as may be adopted from time to time by the Board. Such action or resolution shall be authorized, approved and adopted upon receiving the affirmative vote of at least a majority of the letter ballots returned to the association, provided that the number of ballots returned to the association within the time specified in the ballot is at least 50.1% of the five or seven Directors in office. 
        (b)The Board of Directors shall elect the officers from its Board Members at the annual meeting at which they join the Board. Such election shall be by majority of those present at the meeting. The Board shall be responsible for adopting the Board Affiliate Policy which shall be used by the Board in issuing Licenses to new regional affiliates. 
        (c)It shall be the responsibility of the Board of Directors to issue all Licenses to organizations meeting the definitions of a regional AIM North America Affiliate as defined by the Board Affiliate Policy or to revoke the license of any Affiliate which is in violation of its License or the Board Affiliate Policy. 
 
Section 5. Emergency Provisions. 
Notwithstanding any other provisions of law, the Articles of these By Laws, during any emergency period caused by war or any other national catastrophe or local disaster of sufficient severity to prevent the conduct and management of the business and affairs of the association by its Board of Directors and officers as contemplated by the other provisions of these By Laws, a majority of the available Directors (or the sole such Director) who have not been rendered incapable of acting because of incapacity or the difficulty of communication or transportation to the place of meeting shall constitute a quorum for the sole purpose of electing Directors to fill such emergency vacancies; and a majority of the Directors present at such a meeting may act to fill such vacancies or to reduce the size of the full Board or both. Directors so elected shall serve until the absent Directors are able to attend meetings or until the members act to elect Directors to succeed them. During such an emergency period, if the Board is unable to meet, any action appropriate to the circumstances may be taken by such officers of the association as may be present and able. Questions as to the existence of a national catastrophe or local disaster and the number of surviving persons capable of acting shall be conclusively determined at the time by the Board or the officers so acting.
 
Section 6. Resignations. 
Any Director may resign by submitting to the President his resignation, which shall become effective upon its receipt or at any later time specified therein; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.
 
Section 7. Vacancies in the Board and Officers. 
Vacancies in the Board including vacancies where a nominee has not commenced his term of office or who cannot serve because of death, disability, withdrawal of his name, resignation or other cause, shall be filled in accordance with the following procedures:
 
        (a)At least 90 days prior to the expiration of the term of any Director, or within 60 days following the creation of a vacancy, the Nominating Committee shall advise the Members of the Director(s) vacancy of the position(s) required to be filled, recommended candidates and the necessary qualifications of the position. Members will be requested to nominate additional candidate(s) for each vacancy and submit candidate(s) name(s) and qualifications to the nominating committee. 
        (b)Except as hereinafter provided, in the case of normal term expirations, Members shall notify the Nominating Committee of the person(s) nominated at least 30 days prior to the Annual Meeting. The Nominating Committee shall have the right to determine whether each such nominated person meets the qualification for such position and shall advise the nominating member(s) of its determination in sufficient time for such member to nominate another person. 
        (c)Each such qualified nominee will be contacted to determine if they are willing to serve. All Members of the association will receive a list of the nominated candidate(s), their qualifications, and a ballot for election to the Board. 
        (d)Each Member shall send its completed ballot to an independent source (“firm”) retained by the association within thirty (30) days of the date the ballot was sent. The firm shall count the ballots and advise the Nominating Committee of the outcome of the balloting. The candidate(s) receiving the most votes for the open position(s) will be declared the winner(s) and will be notified by a representative designated by the nominating committee. 
        (e)In the event that the vacancy to be filled is created more than six months prior to the Annual Meeting, the Nominating Committee shall have the option of having an election prior to the timeframe set in paragraph (a). 
        (f)Any person elected to fill the vacancy of an unexpired term shall hold office only until the expiration of the term of his or her predecessor and may not be employed by a Corporate Member which has another employee on the Board. 
        (g)In the event a board member leaves their current company such person shall remain an officer or director if that person becomes an employee of another Member of the association except where there is already a representative from that Member on the Board of Directors. A board member who leaves the employ of a Member company may not delegate his board position to another individual within the former Member company. 
    
  If such person does not become a Member employee, then the position shall be deemed to be vacant and shall be filled in accordance with nominating procedures. 
 
The Board may, by a two-thirds vote of the full Board, declare any directorship vacant upon the failure, for any reason, of its incumbent to attend three consecutive meetings of the Board or to perform the duties of the office.
 
Section 8. Committees of the Board
        (a)The Board of Directors may appoint Standing or temporary committees, consisting of one or more Directors, from time to time by vote of a majority of the Directors present at any regular or special meeting. The Board may from time to time invest committees with such power and authority, subject to such conditions as it may see fit. An executive committee may be elected by the Board to make all necessary operational decisions during intervals between meetings of the Board. 
        (b)Nominating Committee. The Nominating Committee is a standing committee of the Board of Directors and shall consist of the outgoing Chairman of the Board, the Chief Operating Officer, and up to three other individuals from member companies. 
 
Section 9. Removal; Vacancies; Absence or Disqualification. 
The Board may remove Directors from committees and fill vacancies, and designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting. In the absence or disqualification of any member of any committee, the member or members present at any meeting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.
 
Section 10. Organization; Finality of Action. 
All Council Committees shall determine their own organization, procedures and times and places of meeting, unless otherwise directed by the Council or Board of Directors and subject to the approval of the Board. Any action taken by any committee shall be subject to alteration or revocation by the Board; provided, however, that third parties shall not be prejudiced by such alteration or revocation. The Board shall have the sole power to set policies regarding reimbursement for expenses associated with Committee and Council activity including travel expenses.
 
ARTICLE VIII
OFFICERS
 
Section 1. Officers. 
The officers of the association shall be the President, two (2) Vice Presidents, a Treasurer and the Chief Operating Officer, all of whom shall be elected by the Board of Directors. The Vice Presidents and Treasurer shall be selected from the members of the Board of Directors. The term of the President, Vice Presidents, Past President and Treasurer shall be one (1) year beginning with the conclusion of the Annual General Assembly. The term of the Chief Operating Officer shall be at the will of the Board of Directors.
 
Section 2. Chairperson. 
The President shall act as Chairperson at all meetings of the members of the association and of the Board of Directors. One of the two Vice Presidents shall act in the absence of the President, and in the absence of both the President and Vice Presidents, the Past President shall act, and in the absence of those four officers, any member selected by the Board or members if at a membership meeting, may preside.
 
Section 3. Chief Operating Officer. 
The Chief Operating Officer shall be chosen and serve at the will of the Board of Directors. He shall manage and supervise and exercise general executive powers concerning all the property, business and affairs of the association. He shall be charged with carrying out the policies, programs, orders, and resolutions adopted or approved by the Board of Directors, and shall have all powers and perform all duties incident to the office of general manager, and any further powers and duties as from time to time may be prescribed by the members. The Board of Directors shall delegate authority to the Chief Operating Officer in writing, which shall detail the extent and limits of authority and specific responsibilities of the Chief Operating Officer. He shall have the power to execute deeds, bonds, mortgages, other contracts, agreements and instruments of the association approved by the Board. His duties shall also include the following:
 
        (a)He shall serve on the Board of Directors, and shall have a vote on all matters except those involving the approval of candidates for the Board, the adoption of standards or the adoption of budgets. 
        (b)He shall send out such notice of meetings as may be appropriate or required. 
        (c)He shall be responsible for the taking of minutes of all meetings and shall conduct all correspondence pertaining to his office. 
        (d)He shall collect the assessments from the members as authorized and shall pay all expenses of the association, subject to the delegation of authority and direction of the Board and subject to payment authorization and check signatory procedures as may be approved by the Board from time to time. Subject to the supervision of the Treasurer, he shall be responsible for maintaining the financial records of the association. His accounts shall be audited from time to time as may be directed by the Board, provided that no member, whether an officer or not, shall have access to figures which would indicate the business of any other member of the association. 
 (e)He shall carry into execution all orders, votes and resolutions not otherwise committed. 
 
Section 4. Treasurer. 
The Treasurer shall be the chief financial officer of the association with duties and responsibilities as might normally be exercised by the Chief Financial Officer of a comparable organization. He shall render to the members annually a detailed statement showing the financial status of the association, and at such other times as may be directed by the Board of Directors or members. At the expiration of his term of office, the Treasurer shall deliver over to his successor all books and other property of the association.
 
Section 5. Counsel. 
The Board shall have authority to select a General Counsel who will be the legal advisor of the association. His duties shall be the furtherance of the objects and purposes of the association by all lawful and proper means. In selecting counsel, the Board of Directors shall have authority to select a firm of lawyers.
Section 6. Selection of Chief Operating Officer. In selecting the Chief Operating Officer as provided for in Section 3 hereof, the Board shall have authority to employ an individual or to select an individual or firm to provide the services there mentioned and to enter into an agreement with such individual or firm for the rendering of such services, upon such terms and provisions as the Board of Directors shall see fit.
 
ARTICLE IX
REPRESENTATIVES OF MEMBERS
 
Section 1. Representatives of Members. 
Whenever membership is held in the name of a firm, corporation or LICENSEE, one regular individual, certified in writing by a responsible official of the member concerned to represent the member to the association, shall be designated the "Voting Delegate", and shall exercise the power of the member, if any, and his name shall be certified to the Chief Operating Officer of the association together with an alternate.
 
Section 2. Change of Representative. 
A member of the association may change from time to time its representative or alternate by notifying the President of such change in accordance with the provisions of the preceding section. In the event the representative changed is an officer or director of the association, such person shall remain an officer or director if that person becomes a representative of another member of the association; provided however, that if such person leaves the association or does not become a member representative then the position shall be deemed to be vacant and filled in accordance with these By-Laws.
 
ARTICLE X
DUES, INITIATION FEES AND ASSESSMENTS
 
Section 1. Dues, Initiation Fees and Assessments. 
The expenses of the association shall be determined by the Board of Directors and shall be distributed among and paid by all the members, provided, however, that the Board of Directors, shall adopt an annual budget of all such proposed expenses. The Board shall also determine from time to time the amount of dues and initiation fees for new members.
 
Section 2. Annual Budget. 
The Board of Directors shall approve an annual budget for the next year in accordance with the Reserve Fund Policy adopted from time to time by the association at or before the Annual General Assembly for distribution to the Members.
 
Section 3. Delinquency. 
It shall be the duty of the President to report to the Board, on or before any regular or special meeting of the association, the name of any member who may, at the time of the meeting, be sixty (60) days or more in arrears of its dues or assessments. No such member so in arrears shall have its individual vote counted on any matter submitted in such meeting, or be counted in ascertaining a quorum.
 
ARTICLE XI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
 
Section 1. Right to Indemnification. 
Except as prohibited by law, every director and officer of the association shall be entitled as of right to be indemnified by the association against expenses and any liabilities paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the association or otherwise, in which he or she may be involved in any manner, as a party, witness or otherwise, or is threatened to be made so involved, by reason of such person being or having been a director or officer of the association or by reason of the fact that such person is or was serving at the request of the association as a director, officer, employee, fiduciary or other representative of another association, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as "Action"); provided, that no such right of indemnification shall exist with respect to an Action initiated by an indemnitee (as hereinafter defined) against the association (an "Indemnitee Action") except as provided in the last sentence of this Section 1. Persons who are not directors or officers of the association may be similarly indemnified in respect of service to the association or to another such entity at the request of the association to the extent the Board of Directors at any time denominates any of such persons as entitled to the benefits of this Article. As used in this Article XI, "indemnitee" shall include each director and officer of the association and each other person denominated by the Board of Directors as entitled to the benefits of this Article XI, "expenses" shall mean all expenses actually and reasonably incurred, including fees and expenses of counsel selected by an indemnitee, and "liabilities" shall mean amounts of judgments, excise taxes, fines, penalties, and amounts paid in settlement. An indemnitee shall be entitled to be indemnified pursuant to this Section 1. for expenses incurred in connection with any Indemnitee Action only (i) if the Indemnitee Action is instituted under Section 3 of this Article XI and the indemnitee is successful in whole or in part in such Action, (ii) if the indemnitee is successful in whole or in part in another Indemnitee Action for which expenses are claimed or (iii) if the indemnification for expenses is included in a settlement of, or is awarded by a court in, such other Indemnitee Action.
 
Section 2. Right to Advancement of Expenses. 
Every indemnitee shall be entitled as of right to have his or her expenses in defending any Action, or in initiating and pursuing any Indemnitee Action for indemnity or advancement of expenses under Section 3 of this Article XI, paid in advance by the association prior to final disposition of such Action or Indemnitee Action, provided that the association receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses.
 
Section 3. Right of Indemnitee to Initiate Action. 
If a written claim under Section 1 or Section 2 of this Article XI is not paid in full by the association within thirty days after such claim has been received by the association, the indemnitee may at any time thereafter initiate an Indemnitee Action to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action. The only defense to an Indemnitee Action to recover on a claim for indemnification under Section 1 shall be that the indemnitee's conduct was such that under Pennsylvania law the association is prohibited from indemnifying the indemnitee for the amount claimed, but the burden of proving such defense shall be on the association. Neither the failure of the association (including its board of directors, independent legal counsel and its shareholders) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the association (including its board of directors, independent legal counsel or its shareholders) that the indemnitee's conduct was such that indemnification is prohibited by Pennsylvania law shall be a defense to such Indemnitee Action or create a presumption that the indemnitee's conduct was such that indemnification is prohibited by Pennsylvania law. The only defense to an Indemnitee Action to recover on a claim for advancement of expenses under Section 2 shall be the indemnitee's failure to provide the undertaking required by Section 2 of this Article XI.
 
Section 4. Insurance and Funding. 
The association may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any Action, whether or not the association would have the power to indemnify such person against such liability or expense by law or under the provisions of this Article XI. The association may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.
 
Section 5. Non Exclusivity; Nature and Extent of Rights. 
The rights to indemnification and advancement of expenses provided for in this Article XI shall (i) not be deemed exclusive of any other rights, whether now existing or hereafter created, to which any indemnitee may be entitled under any agreement or by law, charter provision, vote of shareholders or directors or otherwise, (ii) be deemed to create contractual rights in favor of each indemnitee who serves the association at any time while this Article XI is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Article) and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he or she was entitled or was denominated as entitled to indemnification under this Article XI and shall inure to the benefit of the heirs and legal representatives of each indemnitee. Any amendment or repeal of this Article XI or adoption of any By Law or provision of the Articles of the association which has the effect of limiting in any way the rights to indemnification or advancement of expenses provided for in this Article XI shall operate prospectively only and shall not affect any action taken, or failure to act by an indemnitee prior to the adoption of such amendment repeal By Law or other provision.
 
Section 6. Partial Indemnity. 
If an indemnitee is entitled under any provision of this Article XI to indemnification by the association for some or a portion of the expenses or liabilities paid or incurred by the indemnitee in the preparation investigation defense, appeal or settlement of any Action or Indemnitee Action but not however, for the total amount thereof the association shall indemnify the indemnitee for the portion of such expenses or liabilities to which the indemnitee is entitled.
 
ARTICLE XII
DISSOLUTION
 
Section 1. Distribution of Assets upon Dissolution. 
Upon dissolution of the association, if there shall be any surplus of assets remaining after the payment of all obligations of the association, the Treasurer or President shall distribute to each current Member such percentage of the surplus as such member's contribution of dues during the last ten year period to the total dues paid by all current Members during the same ten year period. If upon dissolution, there is a deficit, then the deficit shall be pro rata paid by the current Members.
 
ARTICLE XIII
GENERAL
 
Section 1. Office. 
The business office of the association shall be located in Warrendale, Pennsylvania, USA, unless otherwise specified by the members.
 
Section 2. Seal. 
The corporate seal shall have inscribed thereon the name of the association. the year of its organization, and the words "Nonprofit Corporation Seal, Pennsylvania." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
 
Section 3. Fiscal Year. 
The fiscal year of the association shall be the calendar year.
 
Section 4. Gender. 
Whenever used in these By-Laws, the use of any gender shall be applicable to any other gender or to all genders as may be appropriate in the context.
 
ARTICLE XIV
AMENDMENTS
 
Section 1. Amendments. 
These By Laws may be amended by an affirmative recommendation of sixty (60%) percent or more of the Board of Directors. The Notice of meeting at which a change to these By-Laws shall be considered shall describe the nature of the proposed amendment or change and the rationale for the change.