RESTATED BYLAWS MID AMERICA CROPLIFE ASSOCIATION (MACA) ARTICLE I. OFFICES

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1 RESTATED BYLAWS OF MID AMERICA CROPLIFE ASSOCIATION (MACA) ARTICLE I. OFFICES The principal office of the Corporation shall be in the State of Missouri and located in the County of St. Louis. The Corporation may have such other offices, either within or without the State of Missouri, as the Board of Directors may designate or as the business of the Corporation may require from time to time. The Corporation shall have and continuously maintain in the State of Missouri a registered office and a registered agent whose office is identical with such a registered office, as required by the Missouri Nonprofit Corporation Act. The registered office may be changed from time to time by the Board of Directors. ARTICLE II. DEFINITIONS Section 1. Company. The term Company shall include individuals, sole proprietorships, partnerships, joint ventures, corporations, limited liability companies, cooperatives, trusts or other forms of business. Section 2. a. Industry Product. The term Industry Product shall mean any substance or mixture of substances, including synthetic, naturally occurring and bioengineered pesticides, intended for use in agriculture or related activities for preventing, destroying, repelling or mitigating any insects, fungi, rodents, nematodes or weeds, for use as a plant regulator, defoliant or desiccant or any ingredients of such substance or mixture of substances. b. Basic Product. The term Basic Product shall mean any active ingredient of any industry product, except solvents or such other products as may be excluded by the Board of Directors under authority of Section 3 of this Article. 1

2 c. Basic Manufacturer. The term Basic Manufacturer shall mean a company which manufacturers (or has manufactured for it) and sells one or more Basic or Industry Products, and the sale by such company of its Basic Products to affiliated companies or nonaffiliated companies represents 50% or more of such companies total sales. The membership classification of branch offices, sales offices, trade representative offices, subsidiaries and other similar offices will be based upon the business activities of the parent company. d. Formulator/Distributor. The term Formulator/Distributor shall mean a company which is not classified as a Basic Manufacturer that, formulates (or has formulated for it) Industry Products; or is engaged in the resale, distribution or facilitation of sale of Industry Products. e. Seed Company. The term Seed Company shall mean a company which produces seed/plant genetics (or has seed produced for it) and sells one or more seed/plant genetic products, if the sale by such company of its seed/plant genetic products to affiliated companies or non-affiliated companies represents 50% or more of such company s total sales. The membership classification of branch offices, sales offices, trade representative offices, subsidiaries and other similar offices will be based upon the business activities of the parent company. f. Allied Industry. The term Allied Industry shall mean a company that is not classified as a Basic Manufacturer, Formulator/Distributor, and/or Seed Industry as provided in sections 2(b) through 2(e) of this Article II, but is a supplier of crop protection related services and/or products to the crop protection industry. Section 3. Amendment of Definitions. The Board of Directors by resolution adopted by not less that a majority of its membership may amend, alter, or repeal the definitions contained in this Article, and/or may add additional definitions. ARTICLE III. MEMBERSHIP Section 1. Classes of Members. The Corporation shall have one class of members. Any company engaged in the: (a) manufacture or formulation of crop protection products; and/or (b) the distribution and sale of crop protection products; and/or (c) seed industry; and/or (d) capacity of a supplier to the crop protection industry in the states of Iowa, Missouri, Kansas, Nebraska, Illinois, Wisconsin, Minnesota, North Dakota, South Dakota, Indiana, Ohio, Michigan, and Colorado shall be eligible for membership in the Corporation. Section 2. Admission of Members. Application for membership shall be in writing to the Board of Directors for acceptance or rejection. Applicants for membership shall be admitted as members of the Corporation upon an affirmative vote of two-thirds of the Board of Directors. 2

3 Section 3. Voting Rights. Each member may designate a person as its official representative. Each respective official representative shall be entitled to cast the one vote for each respective member. Section 4. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a vote of a majority of those Directors present at any properly called regular or special meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XIV of these Bylaws. Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary/Treasurer, but such resignation shall not relieve any member so resigning of the obligation to pay any dues, assessments or other charges theretofor accrued and unpaid. Section 6. Reinstatement. Upon written request signed by a former member and filed with the Secretary/Treasurer, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate. Section 7. Transfer of Membership. Membership in this Corporation is not transferable or assignable. ARTICLE IV. MEETINGS OF MEMBERS Section 1. Annual Meeting. The annual meeting of the members shall be held during the month of September, in each year for the purpose of electing Directors and Officers and for the transaction of such other business as may come before the meeting. In the event the Directors and/or Officers are not elected in September of any year, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as practicable. Section 2. Special Meetings. Special meetings of the members, may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights. Section 3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Missouri as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in St. Louis, Missouri; but if all of the members shall meet at any time and place, either within or without the State of Missouri, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. Section 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than 30 nor more than 50 days before the date of such 3

4 meeting, by or at the direction of the President, or the Secretary/Treasurer, or the Officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the member s address as it appears on the records of the Corporation, with postage thereon prepaid. Section 5. Informal Action by Members. Any action required by law to be taken up at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Section 6. Quorum. The members holding one-half of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. Section 7. Proxies. Unless otherwise provided in these Bylaws, a member entitled to vote may vote at any meeting of the members by proxy executed in writing by the member, by the member s official representative as designated under Article III of these Bylaws, or by the member s duly authorized attorney in fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Section 8. Voting by Mail. Where Directors or Officers are to be elected by members of any class or classes of members, such election may be conducted by mail (be it ordinary, certified, or electronic) in such manner as the Board of Directors shall determine. ARTICLE V. BOARD OF DIRECTORS Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Missouri but must be persons from members in good standing with the Corporation. Section 2. Number, Tenure and Qualifications. The number of Directors shall be 15 (15). The Board of Directors shall be made up of the following individuals: President, Vice- President, Secretary/Treasurer, eleven elected Directors and the immediate past President of the Corporation, all of whom shall have the right to vote; also included on the Board of Directors, on an ex-officio, nonvoting basis shall be the Executive Director and the Chairperson or Cochairpersons of the standing committees. Directors shall each be elected to a three (3) year term with Directors elected as follows: four (4) in 2008, four (4) in 2009, and three (3) in 2010; the election cycle to follow this pattern. The Committee Chairperson or Co-chairpersons shall be appointed by the President for a one-year term. The Chairperson or Co-chairpersons may serve more than one year if re-appointed by the newly elected President. Every Director shall hold office until the successor shall have been elected and qualified. 4

5 Section 3. Regular Meetings. The annual regular meeting of the Board of Directors shall be held, upon ten (10) days notice, within 90 days, of the annual meeting of members. The Board of Directors may provide by resolution, the time and place (either within or without the State of Missouri) for the holding of additional regular meetings without other notice than such resolution. Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Iowa, as the place for holding any special meeting of the Board called by them. Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previous thereto by written notice delivered personally or sent by mail (ordinary or ) or telegram to each Director at the Director s address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws. Section 6. Quorum. The majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Section 7. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director filling a vacancy shall serve the unexpired portion of the term. Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. 5

6 Section 10. Informal Action by Directors. Any action required by law to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. Section 11. Executive Committee. a. Composition and term. There shall be an Executive Committee of the Board of Directors consisting of: (1) The President, Vice President, Secretary/Treasurer, and immediate Past President. (2) Two persons from members of the Corporation in good standing, appointed by majority vote of the President, Vice President, Secretary/Treasurer, and immediate Past President and which appointed persons shall serve alternating two-year terms. Such appointed persons shall not serve more than one term but may be reappointed after a one-year period. (3) The Executive Director, who shall be a member, ex officio without vote. (4) The Executive Committee shall not consist of more than two persons from the same member unless authorized by the membership at the annual membership meeting. (5) At such time as a new President takes office, such person, the Vice President, Secretary/Treasurer, and the immediate Past President, shall appoint or re-appoint the additional Executive Committee members. (6) The appointed persons shall not serve more than one term. A person may be reappointed after a one-year period. b. Powers. Between meetings of the Board of Directors, the Executive Committee shall have and exercise, in its best professional judgment, the power of the Board of Directors, subject to: (i) any restrictions placed thereon by the Board and these Bylaws and (ii) review at the next subsequent Board meeting. These powers shall be limited to operational and shall not include policy making decisions. c. Meetings. The Executive Committee may provide by resolution the time and place for holding regular meetings of the committee without other notice than such resolution. The President may call special meetings of the committee by means of such notice as he shall deem sufficient in his/her best discretion. d. Quorum and Manner of Acting. The majority of the committee members entitled to vote shall constitute a quorum of the Executive Committee, and the act of a majority of the committee persons present at a meeting at which a quorum is present shall be the act of the Executive Committee, unless a greater number is required by law of by these Bylaws. Section 12. Board Composition by Membership Categories. 6

7 a. Board of Director positions can be held by any person from any member of the four official membership categories. (Basic Manufacturer, Distributor/Formulator, Seed Company, and Allied Industry.) Allied Industry members are defined as dues paying members. However, three out of the four Officer positions and six out of the eleven Director positions must be held by persons from the membership categories of Basic Manufacturer or Distributor/Formulator. Persons from Seed and Allied Industry members are encouraged to hold positions on the Board of Directors, but not to exceed one Officer position and four Director positions at any given time. b. If there is a merger, a consolidation, and/or a unification of member companies resulting in 2 or more Directors representing the same company, the merged, the consolidated and/or the unified member company shall designate that one Director who will continue to serve on the Board of the Corporation, and the other Director(s) shall be disqualified from serving the remainder of their term(s). c. Notwithstanding any other provision of these Bylaws, one additional individual may be appointed to, and serve on, the Corporation's Board of Directors as provided in Article VII, Section 2. ARTICLE VI. OFFICERS Section 1. Officers. The Officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary/Treasurer and such other Officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other Officers, including one or more assistant Secretary/Treasurers, as it shall deem desirable, such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the office of President. Section 2. Election and Term of Office. The Officers of the Corporation shall be elected annually at the regular annual meeting of the members. Section 3. Removal. Any Officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. Section 5. President. The President shall be the principal executive Officer of the Corporation and shall in general supervise and control all of the business and affairs of the 7

8 Corporation. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Secretary/Treasurer or any other proper Officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other Officer or agent of the Corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 6. Vice-President. In the event the President is absent, unable and/or unwilling to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. The Vice-President shall also act as the chief liaison between this Corporation and the state associations. Section 7. Secretary /Treasurer. If required by the Board of Directors, the Secretary/Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X of these Bylaws; and in general perform all duties incident to the Secretary/Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. The Secretary/Treasurer shall keep the minutes of the meetings of the Board of the Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws and/or as required by law; be custodian of the corporate records; keep a register of the post office address of each member which shall be furnished to the Secretary/Treasurer by such member; and in general perform all duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to the Secretary/Treasurer by the President and/or by the Board of Directors. Section 8. Assistant Secretary/Treasurers. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary/Treasurer or by the President or the Board of Directors. 8

9 ARTICLE VII. ELECTIONS Section 1. Election of Officers and Directors. The election of the Corporation s Officers and Directors shall be held at the annual meeting of the membership. Section 2. Nominating Committee. At least five weeks prior to the date of the annual membership meeting, the Board of Directors shall appoint a Nominating Committee of three persons from members in good standing, consisting of the past President and two other persons who are not currently members of the Board of Directors. The Nominating Committee shall, at least fifteen (15) days prior to the date of the annual membership meeting, mail or copies of the slate of nominees for the Corporation s officers and for the expiring terms on the Board of Directors. The Nominating Committee shall cause a ballot to be prepared to contain the names of all of the nominations for the use by the members for the election. Additional nominations for the Officers and expiring terms on the Board of Directors may be made from the floor at the time of the election. The Nominating Committee may in its discretion propose an individual to serve on the Corporation's Board of Directors for a term of two years, upon the approval of the Board of Directors. Such individual shall be entitled to vote on all matters coming before the Board of Directors, shall be counted for quorum purposes, but shall be ineligible to serve as a Corporation officer or on the Corporation's Executive Committee. Such individual must be an employee and the chief staff officer of one of the following state associations (including any name change(s) and successor(s) in interest): Colorado Rocky Mountain Plant Food Association & Ag Chem Association Illinois Illinois Fertilizer & Ag Chemical Association Indiana Agribusiness Council of Indiana Iowa Agribusiness Association of Iowa Kansas Kansas Fertilizer & Chemical Association Michigan Michigan Agri-Business Association Minnesota Minnesota Crop Production Retailers Missouri Missouri Ag Industries Council Nebraska Nebraska Agri-Business Association North Dakota North Dakota Ag Association Ohio Ohio Agribusiness Association South Dakota South Dakota Agri-Business Association Wisconsin Wisconsin Fertilizer & Chemical Association With respect to the position created by this section of the Corporation's Bylaws, the Nominating Committee shall deliver to the Board of Directors at appropriate times a written report either (i) setting forth the name and qualifications of the individual nominated or (ii) setting forth the reasons for not nominating an individual. Section 3. Voting shall be made by ballot and shall not be cumulative. Only voting members present and in good standing may vote. 9

10 ARTICLE VIII. COMMITTEES Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees shall have and exercise the authority provided in said resolution; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or Officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation, or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law. Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, persons appointed to such committees shall be persons from members of the Corporation, and the President of the Corporation shall appoint the persons to serve on such committees. Any persons serving on any such committees may be removed by the person or persons authorized to appoint them, whenever, in their judgment, the best interests of the Corporation shall be served by such removal. Section 3. Term of Office. Each person serving on a committee shall continue as such until the next annual meeting of the members of the Corporation and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such person be removed from such committee, or unless such person is from a company that ceases to qualify as a corporation member. Section 4. Chairperson. One person on each committee shall be appointed Chairperson by the person or person(s) authorized to appoint the persons on the committee.. Section 5. Vacancies. Vacancies in any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors. 10

11 Section 8. Certification and Standard Setting Committees. a. Prior to the adoption, amendment or repeal of any certification or standard, the committee charged with the development of such certification and/or standard shall: (1) (1) Publish notice of its intended action in a manner reasonably designed to give notice to persons who may have an interest in the certification and/or standard being developed by or proposed to be developed. Any notice of intended action shall be published at least 90 days in advance of the action. The notice shall include each certification and/or standard proposed, a time when, the place where, and the manner in which interested persons may present their views thereon. (2) Afford all interested persons not less than 45 days to submit written comments and arguments. If timely requested, interested persons may be given an opportunity to make oral presentation. All written and oral submissions with respect to the proposed certification(s) and/or standard(s) shall be fully considered. Within 180 days following either the notice published according to the provisions of subsection (1) above, or within 12 months after the last date of oral presentation on the proposed certification(s) and/or standard(s), whichever is later, the certification(s) and/or standard(s) shall be adopted or the certification(s) and/or standard(s) setting activity shall be terminated. If requested to do so by an interested person, either prior to adoption or within 30 days thereafter, a concise statement shall be issued setting forth the reasons for not adopting any comment. b. If it is determined that notice and public participation would be unnecessary, impracticable, or contrary to the public interest, the provisions of Articles VIII, Section 8(a)(1) shall be inapplicable. A written statement shall be issued setting forth the reasons for not providing for notice and public participation. c. Notices shall be published in such a manner so that the text of each proposed certification and/or standard is set forth or so that the text of any existing certification and/or standard proposed to be changed and the proposed change is set forth. d. An interested person may petition for the promulgation, amendment or repeal of a certification and/or standard. Within 90 days after submission of a petition, such petition shall either be denied on the merits, stating the reasons therefor, or certification and/or standardsetting procedures shall be initiated in accordance with the foregoing sections. e. Committees charged with the responsibility of establishing or promulgating industry certifications and/or standards shall be appointed pursuant to Article VIII of these Bylaws. It is the policy of the Corporation and its Board of Directors that certification and/or standard setting activities shall be performed in a manner as to be beneficial to the industry and the public; certification and standard setting committees shall implement procedural safeguards which are designed to afford all interested persons effective notice of the certification and standard setting activities and to provide such interested persons an opportunity to make 11

12 comment for consideration by the certification and standard setting committees. The activities of certification and standard setting committees shall be reviewed from time to time by the Board of Directors, and such committees shall inform the Board of Directors about their activities at least once in each calendar year and at such other times as the Board of Directors shall direct. ARTICLE IX. EXECUTIVE DIRECTOR Section 1. The Executive Director will report to the President of the Corporation and the Board of Directors. The Director shall carry out the policies and decisions of the Board of Directors. It shall be the Executive Director s duty to plan, organize, direct and coordinate the programs and activities of the Corporation to assure objectives are obtained, plans fulfilled, and membership needs met. ARTICLE X. CONTRACTS, CHECKS, DEPOSITS AND FUNDS Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver an instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary/Treasurer or an Assistant Secretary/Treasurer and countersigned by the President or Vice-President of the Corporation. Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select. Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. ARTICLE XI. CERTIFICATES OF MEMBERSHIP Section 1. Certificate of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice- President and by the Secretary/Treasurer or an Assistant Secretary. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor. 12

13 Section 2. Issuance of Certificates. When a company has been admitted into the Corporation s membership and has paid any initiation fee and dues that may then be required, a Certificate of Membership shall be issued in the member s name and delivered to the member by the Secretary/Treasurer, if the Board of Directors shall have provided for the issuance of Certificates of Membership under the provisions of Section 1, of this Article XI. ARTICLE XII. BOOKS AND RECORDS The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any purpose at any reasonable time. ARTICLE XIII. FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year. ARTICLE XIV. DUES The annual dues of the Corporation shall be set by the Board of Directors and published in the Corporation s membership brochure. Any changes in dues will be published at least nine months prior to their implementation. The Corporation shall have no seal. ARTICLE XV. SEAL ARTICLE XVI. LIABILITY The private property of Officers, Directors, and members of this Corporation shall be exempt from liability for any and/or all debts and obligations of the Corporation. ARTICLE XVII. WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the Missouri Nonprofit Corporation Act or the Articles of Incorporation, or the Bylaws of the Corporation, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XVIII. INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES This Corporation may indemnify any Director, Officer or employee of this Corporation, or former Director, Officer or employee, against any expense actually necessarily incurred by 13

14 him or her in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been a Director, Officer or employee of this Corporation, except as to matters with respect to which he or she shall be adjudged to be liable for negligent or willful misconduct in the performance of his or her duties as such Director, Officer or employee. This Corporation also may reimburse any such Director, Officer or employee for the reasonable costs of settlement of any such action, suit or proceeding, if prior to such settlement it shall be found by a majority of the disinterested members of the Board of Directors that it is in the best interest of this Corporation that such settlement be made and that such Director, Officer or employee was not guilty of negligent or willful misconduct in the performance of the duties which gave rise to such action, suit or proceeding. ARTICLE XIX. AMENDMENTS TO BYLAWS These Bylaws may be altered, amended, repealed, or restated by a majority of Directors present at any meeting at which a quorum is present, if at least two days written notice is given of the intention to alter, amend, repeal, or restate the Bylaws at such meeting. (NOTE: THESE BYLAWS REFLECT ALL CHANGES THROUGH BOARD OF DIRECTORS AMENDMENT OF June 5, 2008.) b.btlaws approved June.5.08.doc 14