Article VII
Members

Section 7.1 Determination and Rights of Members. The corporation shall have two classes
of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the By-Laws of this corporation, or provisions of law.

CLASS I – Voting Members shall have voting rights as shareholders of the corporation and
all the rights, privileges, restrictions and conditions of membership as designated in Articles
of Incorporation, the By-Laws of this corporation, or provisions of law.

CLASS II – Non-Voting Members shall have all the rights, privileges, restrictions and
conditions of membership as the members of Class I except those rights reserved to shareholders.

Section 7.2 Qualifications of Members. The qualifications for membership in this corporation
are as follows:

Section 7.3 Admission of Members. Applicants shall be admitted to membership by a vote of approval from a quorum of the Board of Directors at a regularly scheduled or special meeting.

Section 7.4 Fees and Dues. (a) The following annual fees shall be charged for making application for membership in the corporation: See Schedule A attached.

(b) The annual dues shall be payable to the corporation by members on the anniversary of their effective date as member of the Association or in quarterly or semi-annually installments as designated by the Board.

(c) No portion of the membership fee shall be refundable due to voluntary or involuntary termination of a member except by resolution of the Board approved by a quorum of the
Directors present at a regular Board meeting.

(d) The effective date for membership shall be the first of the month following the month
in which the applicant is approved for membership by the Board of Directors.

(e) The Directors of the corporation may adjust the dues schedule from time to time in
accordance with the Association’s non-profit purpose.

Section 7.5 Number of Members. There is no limit on the number of members the corporation
may admit.

Section 7.6 Membership Book. The corporation shall keep a membership book containing
the name and address of each member. Termination of the membership of any member shall
be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office.

Section 7.7 Non-Liability of Members. A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

Section 7.8 Non-Transferability of Memberships. No member may transfer a membership or
any right arising therefrom. All rights of membership cease upon dissolution or insolvency
of the member business.

Section 7.9 Termination of Membership. The membership of a member shall terminate upon the occurrence of any of the following events:

(1) Upon his or her notice of such termination delivered to the Executive Director or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

(2) Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (3) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.

(3) After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.

All rights of a member in the corporation shall cease on termination of membership as herein provided.

MEETINGS OF MEMBERS

Section 7.10 Place of Meetings. Meetings of members shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors.

Section 7.11 Regular Meetings. A regular meeting of members shall be held annually for the purpose of electing directors and transacting other business as may come before the meeting.
The candidates receiving the highest number of votes shall be elected. Each voting member
shall cast one vote per share, with voting being by ballot only. The annual meeting of members
for the purpose of electing directors shall be deemed a regular meeting.

Beginning in January, 1999, other regular meetings of the members shall be held on the 3 rd
Friday of each month, September through May, at a time and place to be designated by the
Board of Directors.

If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the
same hour and place on the next business day or another day determined in the advance at the
last regular Board Meeting.

Section 7.12 Special Meetings of Members. Special meetings of the members shall be called
by the Board of Directors, the Chairperson of the Board, or the Executive Director of the corporation, or, if different, by the persons specifically authorized under the laws of this state
to call special meetings of the members.

Section 7.13 Notice of Meetings. Unless otherwise provided by the Articles of Incorporation,
these By-Laws, or provisions of law, notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the Executive Director, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation,
with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, provided however, in the case of facsimile notification, the member to be contacted
shall acknowledge personal receipt of the facsimile notice by a return message or telephone
call within twenty-four hours of the first facsimile transmission.

The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice
is given.

Whenever any notice of a meeting is required to be given to any member of this corporation
under provisions of the Articles of Incorporation, these By-Laws, or the law of this state, a
waiver of notice in writing signed by the member, whether before or after the time of the
meeting, shall be equivalent to the giving of such notice.

Section 7.14 Quorum for Meetings. A quorum shall consist of 2/3 of the voting shares of
the corporation.

Except as otherwise provided under the Articles of Incorporation, these By-Laws, or provisions
of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 7.15 Majority Action as Membership Action. Every act or decision done or made by a majority of voting shares present in person or by proxy at a duly held meeting at which a
quorum is present is the act of the members, unless the Articles of Incorporation, these
By-Laws, or provisions of law require a greater number.

Section 7.16 Voting Rights. Each member of Class I is entitled to one vote per share on each
matter submitted to a vote by the members. (See Schedule A) Voting at duly held meetings may
be by voice vote or by written ballot at the discretion of the Board of Directors. Election of Directors, however, shall be by written ballot. (See Schedule A)

Section 7.17 Action by Written Ballot. Except as otherwise provided under the Articles of Incorporation, these By-Laws, or provisions of law, any action which may be taken at any
regular or special meeting of members may be taken without a meeting if the corporation
distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified by these By-Laws.

Approval of action by written ballot shall be valid only when the number of votes cast by
ballot within the time period specified equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals equals or exceeds the number
of votes that would be required to approve the action at a meeting at which the total number
of votes cast was the same as the number of votes cast by ballot.

Directors shall be elected by written ballot. Such ballots for the election of directors shall
list the persons nominated at the time the ballots are mailed or delivered.

Section 7.18 Conduct of Meetings. Meetings of members shall be presided over the Chairperson
of the Board, or, if there is no Chairperson or, in his or her absence, by the Executive Director
of the corporation or, in his or her absence, by the Treasurer of the corporation or, in the
absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person
to act as Secretary of the Meeting.

No solicitation of business from members shall be permitted during Association Meetings
and activities.

Meetings shall be governed by Modified Roberts Rules of Order, as such rules may be
revised from time to time, insofar as such rules are not inconsistent with or in conflict with
the Articles of Incorporation, these By-Laws, or with provisions of law.