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BY-LAWS OF ENVIRONMENTAL BUSINESS COUNCIL, INC. as amended – March 15, 1991

ARTICLE I

ARTICLES OF ORGANIZATION

ARTICLES OF ORGANIZATION. The name and purposes of the Corporation shall be as set forth in the Articles of Organization. These by-laws, the powers of the Corporation and of its members, directors and officers, and all matters concerning the conduct and regulation of the affairs of the Corporation shall be subject to the Articles of Organization in effect from time to time.

ARTICLE II

MEMBERSHIP

Section 1

MEMBERSHIP. The Members of the Corporation shall be those organizations which are approved for membership by the Board of Directors.

Section 2

CLASSES OF MEMBERSHIP. There shall be the following classes of Members:

Active Member. Any organization that is primarily engaged in an environmental business or in providing environmental problem solving services, or any faculty, department or similar division of an educational institution providing instruction or supporting research on environmental matters, which is approved as an Active Member by the Board of Directors and which pays the annual dues established by the Board of Directors for Active Members.

Associate Member. Any organization that is actively involved in or has a demonstrated interest in environmental business matters which is approved as an Associate Member by the Board of Directors and which pays the annual dues established by the Board of Directors for Associate Members.

Governmental Member. Any public or quasi-public organization, municipal government, or state or federal agency having responsibilities that further the interests of the Corporation, which is approved as a Governmental Member by the Board of Directors and which pays the annual dues established by the Board of Directors for Governmental Members.
Section 3

TERM AND DUES. The membership year shall be the calendar year or such other period as the Board of Directors may from time to time determine. A Member’s membership shall terminate at the end of the membership year unless the annual membership dues for the succeeding year, as determined by the Board of Directors, shall have been paid in full.

Section 4

VOTING AND QUORUM. Active Members shall be entitled to vote on all matters presented to the Members. Each Active Member shall have one vote. Associate Members and Governmental Members shall have no voting rights. On any matters presented to the Members, a majority of Active Members shall constitute a quorum. When a quorum is present, voting shall be by majority vote except as required by law, the Articles of Organization, or these by-laws.

Section 5

MEETINGS. The annual meeting of Members shall be held on such day in January in each year and at such time and place as the Board of Directors may from time to time determine. There shall be such further meetings as may be called by the Board of Directors or as shall be called by the Clerk upon the written request of no fewer than one-tenth of the Active Members.

Section 6

NOTICE. All Members shall be entitled to notice of all meetings of the Members. Not less than seven days’ notice shall be given of all meetings stating the date, purpose, time and place of such meeting.

Section 7

ACTION WITHOUT A MEETING. Any action required or permitted to be taken may be taken without a meeting if all those entitled to vote consent in writing and if the written consents are filed with the records of the Corporation. Such consents shall be treated for all purposes as a vote at a meeting.

Section 8

WAIVER OF NOTICE. Whenever any written notice is required to be given by these by-laws, a waiver of notice signed either before or after the action for which notice is required shall have the effect of written notice.

Section 9

PROXIES. Voting by Members may be either in person or by proxy dated not more than six months before the meeting named in the proxy. All proxies shall be filed before being voted with the Clerk or other person responsible for recording the proceedings of the meeting.

Section 10

RESIGNATION. Any Member may resign at any time by giving written notice of such resignation to the Board of Directors. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Clerk.

Section 11

REMOVAL. A Member may be removed or suspended for cause by an affirmative vote of a majority of the Board of Directors at a special meeting called for that purpose, provided that such Member is given at least seven days’ notice of the proposed removal and the reasons therefor, and an opportunity to be heard at the meeting, and that notice of the proposed removal is included in the notice of meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1

POWERS AND ELECTION. The general management of the business, property, and affairs of the Corporation shall be vested in a Board of no fewer than five nor more than twenty Directors elected from time to time by the Active Members, except that the first Board of Directors shall be those persons listed as having the powers of Directors in the Articles of Organization.

Section 2

QUALIFICATIONS. Only the following individuals may be elected as a Director of the Corporation: (i) an owner, principal, or representative of senior management, of an organization that is primarily engaged in an environmental business or in providing environmental problem-solving services, or (ii) a senior member of a faculty, department, or other similar division of an educational institution providing instruction or supporting research on environmental matters. Directors shall be elected only from among organizations which are Active Members of the Corporation at the time of election.

Section 3

COMPOSITION. To the extent practicable, the Board of Directors shall be broadly representative of the Active Members’ primary business interests.

Section 4

TERM AND VACANCIES. The term of office of each Director shall be as determined by the Active Members from time to time, except that the term of office of the first Board of Directors shall end when a new Board of Directors has been elected at the first annual meeting of the Members and the Directors then elected have accepted and qualified. The Board of Directors may elect new Directors to fill any vacancies at any meeting.

Section 5

MEETINGS. The Board of Directors shall meet annually immediately following the annual meeting of the Members. Regular meetings shall be at such place and time as the Board of Directors may from time to time determine. Special meetings may be called by the President or the Board of Directors and shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer upon the written application of two or more Directors.

Section 6

NOTICE. Not less than seven days’ notice shall be given of all meetings stating the date, purpose, time and place of such meeting.

Section 7

QUORUM AND VOTING. A majority of Directors shall constitute a quorum at all meetings of the Directors. When a quorum is present, voting at any meeting shall be by majority vote except as required by law, the Articles of Organization or these by-laws.

Section 8

ACTION WITHOUT A MEETING. Any action required or permitted to be taken may be taken without a meeting if all those entitled to vote consent in writing and if the written consents are filed with the records of the Corporation. Such consents shall be treated for all purposes as a vote at a meeting.

Section 9

TELEPHONIC PARTICIPATION IN MEETINGS. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 10

WAIVER OF NOTICE. Whenever any written notice is required to be given by these by-laws, a waiver of notice signed either before or after the action for which notice is required shall have the effect of written notice.

Section 11

RESIGNATION. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Clerk.

Section 12

REMOVAL. A Director may be removed or suspended for cause by an affirmative vote of a majority of the Board of Directors at a special meeting called for that purpose, provided that such Director is given at least seven days’ notice of the proposed removal and the reasons therefor, and an opportunity to be heard at the meeting, and that notice of the proposed removal is included in the notice of meeting.

ARTICLE IV

OFFICERS

Section 1

ENUMERATION AND QUALIFICATION. The officers of the Corporation shall be a Chairman, a President, one or more Vice Presidents, a Clerk, a Treasurer, and such other officers as the Board of Directors may from time to time appoint. The Chairman, the President and the Clerk shall be Directors. Only an individual who is an owner or principal of an organization that is primarily engaged in an environmental business may serve as President or as Chairman.

Section 2

ELECTION AND TERM. The Directors at their annual meeting or special meeting in lieu thereof shall elect all officers to hold office at the pleasure of the Board of Directors.

Section 3

POWERS. The officers shall have the powers and perform the duties customarily belonging to their respective offices, including the powers and duties listed below:

The Chairman shall preside at all meetings of the Board of Directors at which he is present.

The President shall preside at all meetings of the Members at which he is present and shall represent the Corporation as the Board of Directors may deem appropriate. Except as otherwise provided by the Board of Directors or these by-laws, he shall sign for the Corporation all deeds, agreements, and other formal instruments.

The Vice President shall perform all the duties and have all of the powers of the President during his absence or disability, and if there is more than one Vice President, they shall do so in the order of their election as Vice President.

The Clerk shall keep records of all meetings of the Board of Directors and make a report thereon and shall issue calls and notices of meetings.

The Treasurer shall be the chief financial officer of the Corporation and shall be in charge of all funds and securities of any type. With the advice and consent of the Board of Directors, he shall have power to invest and reinvest surplus funds. He shall render to the Board of Directors at the annual meeting and whenever else it so requests an accurate account of all sums received and disbursed during the preceding fiscal year and of all sums and funds which are not expended.
Section 4

RESIGNATION AND REMOVAL. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors. Any officer may be removed from office either with or without cause by the affirmative vote of a majority of all of the Directors then in office at any meeting of the Board. Such removal shall be without prejudice to contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.

Section 5

VACANCIES.

A vacancy in any office shall be filled by the Board of Directors at any regular or special meeting called for that purpose.

ARTICLE V

ADMINISTRATION AND COMMITTEES

Section 1

EXECUTIVE DIRECTOR. The Board of Directors shall appoint a full-time Executive Director who shall be responsible to the Board of Directors for the operations and programs of the Corporation. The Executive Director may attend all meetings of the Board of Directors and of the Executive Committee.

Section 2

COMMITTEES. The Board of Directors may delegate such of its powers as it considers advisable, except those powers which by law, the Articles of Organization, or these by-laws may not be so delegated, to such committees as the Board of Directors or these by-laws may from time to time establish. All committees shall serve at the pleasure of the Board of Directors. Members of such committees need not be Directors.

Section 3

EXECUTIVE COMMITTEE. The Board of Directors may elect an Executive Committee consisting of such Directors as the Board may elect from time to time.

ARTICLE VI

COMPENSATION

Section 1

DIRECTORS AND MEMBERS. No Director or Member shall receive compensation for serving as such. Directors may be reimbursed for reasonable expenses incurred in connection with the affairs of the Corporation including attendance at meetings.

Section 2

OFFICERS. The officers shall receive such compensation as the Board of Directors may determine. The Board may delegate to the President or to a committee the power to fix the salaries or other compensation of any officer or agent appointed by resolution of the Board of Directors. No officer shall be prevented from receiving compensation by reason of the fact that he is also a Director.

ARTICLE VII

BENEFACTORS, SPONSORS, ADVISORS AND FRIENDS OF THE CORPORATION

The Board of Directors may from time to time designate certain persons or groups of persons as benefactors, sponsors, advisors, or friends of the Corporation or such other title as they deem appropriate. Such persons shall serve in an associate capacity and except as the Board of Directors designates such persons in such capacity shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights and responsibilities.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall to the extent legally permissible indemnify each of its present and former Directors, officers, employees and agents and any person who serves or has served, at the Corporation’s request, as director, officer, employee or agent of another organization or in a capacity with respect to any employee benefit plan (and the heirs, executors and administrators of foregoing) (the “Agent”) against all expenses and liabilities which he has reasonably incurred in connection with or arising out of any action or threatened action, suit or proceeding in which he may be involved by reason of his being or having been an Agent, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorney’s fees and the cost of reasonable settlements, provided no such indemnification shall be made in relation to matters as to which such Agent shall be finally adjudged in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation, or, in the case of a person who serves or has served in a capacity with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such plan. The Corporation may reimburse an Agent for expenses incurred in defending a civil or criminal action or proceeding, upon receipt of an undertaking by him to repay such reimbursement if he shall be adjudicated to be not entitled to indemnification hereunder, which undertaking may be accepted regardless of the financial ability of the Agent to make repayment. In the event that a settlement or compromise of such action, suit or proceeding is effected, indemnification may be had but only if the Board of Directors shall have been furnished with an opinion of counsel for the Corporation to the effect that such settlement or compromise is in the best interests of the Corporation and that such Agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation or employee benefit plan, as the case may be, and if the Board of Directors (not including the vote of any person seeking indemnification hereunder) shall have adopted a resolution approving such settlement or compromise.

The foregoing right of indemnification shall not be exclusive of other rights to which any Director, officer, or employee may be entitled as a matter of law.

ARTICLE IX

GENERAL

Section 1

CORPORATE SEAL. The corporate seal, if any, shall be in a form determined from time to time by the Board of Directors.

Section 2

FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December, unless otherwise determined by the Board of Directors.

Section 3

RECEIPT AND DISBURSEMENT OF FUNDS. The Board of Directors may designate such other officer or officers who in addition to or instead of the Treasurer shall be authorized to receive and receipt for all moneys due and payable to the Corporation from any source whatever, to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full discharges and receipts therefor. Funds of the Corporation may be deposited in such bank or banks or with such other corporations, firms, or individuals, as the Board of Directors may from time to time designate.

ARTICLE X

AMENDMENTS

These by-laws may be amended by a majority vote of the Active Members present and voting at any meeting. The notice of any meeting at which a change in the Corporation’s by-laws shall be proposed shall contain a description of the proposed amendment.

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