American Institute of Steel Construction

Transcription

1 American Institute of Steel Construction Amended and Restated Bylaws of the AISC Holdings, Inc. Adopted and Approved by the Full Members of AISC Holdings, Inc. at its Annual Meeting on September 24, 2013

2 INTRODUCTION The American Institute of Steel Construction ( AISC ), headquartered in Chicago, Illinois, is a not-for-profit technical institute and trade association established in 1921 to serve the structural steel design community and construction industry. AISC s mission is to make structural steel the material of choice by being the leader in structural steel-related technical and market-building activities, including: specification and code development, research, education, technical assistance, quality certification, standardization, and market development. AISC has a long tradition of providing timely and reliable information to the steel construction industry. AISC has a two-tier governance structure. The first tier, known as AISC Holdings, Inc. ( AISC Holdings or the Holding Company ) houses the treasury and intellectual property assets, processes member dues, and funds the AISC operating budget. The second tier is responsible for day-to-day operations and policy. It is known as the American Institute of Steel Construction, LLC (or the Operating Company ); and is a wholly-owned subsidiary of the Holding Company. Both tiers are not-for-profit organizations controlled by the membership as described below. ARTICLE I MEMBERSHIP Section 1. Classes of Membership. AISC Holdings has three classes of membership. In descending order, they are: (a) Full, (b) Associate, and (c) Individual. (a) Full Members. (1) Any firms or corporations engaged in the fabrication of structural steel or iron (as defined by the AISC Code of Standard Practice) in the United States of America (that is, the production facility must be located within the U.S., including Puerto Rico and all protectorates) may be admitted as a Full Member of AISC Holdings. (2) Any firms or corporations in the United States of America (that is, the production or manufacturing facility must be located within the U.S., including Puerto Rico and all protectorates) engaged in the (1) production of hot rolled steel plates or shapes or (2) manufacturing of hollow structural steel shapes used in the fabrication of structural steel or iron may be admitted to full membership in AISC Holdings. (3) Any firms or corporations in the United States of America (that is, the distribution facility must be located within the U.S., including Puerto Rico and all protectorates) engaged in the warehousing and distribution of material for the fabrication of structural steel or iron may be admitted to full membership in AISC Holdings. (b) Associate Members. Any firms or corporations (1) engaged in the manufacture of products, equipment, or machinery used in the fabrication or erection of structural steel or iron or (2) providing a service to those engaged in the fabrication or erection of Page 1 of 23

3 structural steel or iron or (3) engaged in the production of structural steel shapes or plate, the manufacturing of hollow structural steel shapes, or engaged in the warehousing and distribution of material for the fabrication of structural steel or iron but not otherwise eligible for Full membership may be admitted as an Associate Member of AISC Holdings. Specific categories and restrictions are defined by the AISC Board of Directors by appropriate policy resolutions. Associate Members are not entitled to vote. (c) Individual Members. (1) Individuals who have a degree in civil/structural engineering, architecture, architectural engineering, or who are a licensed Professional Engineer (or equivalent) in a discipline related to steel construction or licensed Architect (or equivalent) are eligible to be admitted to membership in AISC Holdings as a Professional Member. (2) Students who are currently enrolled in a full-time graduate or undergraduate program related to the design or construction of buildings or bridges at an accredited university in the United States are eligible to be admitted to membership in AISC Holdings as a Student Member. (3) Educators who are employed full-time by an accredited university or college in the United States or Canada are eligible for membership in AISC Holdings as an Educator Member. (4) Individuals who work as building inspectors, code officials, general contractors, or construction managers are eligible to be admitted to the membership in AISC Holdings as an Affiliate Member. (5) Any individual ratified by a simple majority vote of the Board of Directors of the American Institute of Steel Construction, LLC (hereinafter the Board of Directors ) is eligible to be admitted to AISC Holdings as an Honorary Member. (6) Individual Members of any type are not entitled to vote. Section 2. Admission to Membership. (a) All applications for Full, Associate, and Individual membership shall include an agreement that such person, firm, or corporation, if accepted as a Member, will at all times during the period in which the membership is active abide by all terms of the Articles of Incorporation, Bylaws, and all lawful resolutions adopted by the Holding Company and its wholly owned subsidiary, the American Institute of Steel Construction, LLC (the Operating Company ). (b) All applications for Full or Associate membership shall be made in writing to the AISC Membership Department in accordance with such rules as are established by said Department. Duly qualified candidates approved by the Membership Department will be submitted to the Board of Directors for consideration of membership. Upon approval of a Page 2 of 23

4 candidate s membership by the Board of Directors, such candidate shall be admitted to membership. (c) All applications for Individual membership, with the exception of Honorary membership, shall be made in writing to the Membership Department in accordance with such rules as may be established by the Membership Department. Candidates become Individual Members upon approval of the President of the Operating Company. All candidates for Honorary Member shall be submitted to the Board of Directors for consideration and will be admitted as an Honorary Member upon approval by the Board of Directors. (d) Individuals, firms, and corporations admitted to membership shall be notified by mail or electronic notification by the AISC Membership Department. (e) Persons or firms seeking membership in AISC Holdings must apply for the highest membership category for which they are eligible. Employees of firms eligible for a higher category may not apply for individual membership. (f) The Board of Directors shall retain the authority to take such action as is in the best interest of the Full Members of AISC Holdings, notwithstanding the fact that such action might not be in the best interest of other membership categories. Section 3. Severing Membership. (a) Upon the date of severance of membership in AISC Holdings, such Member shall cease to be a Member of AISC Holdings and all rights and obligations with respect to membership, except such obligations as shall have accrued prior to the date of severance, shall terminate. (b) Voluntary withdrawal. Any member of AISC Holdings may withdraw on a date in the future specified in a written notice sent to the AISC Membership Department stating in substance that such member desires to withdraw from AISC Holdings on such date, provided, however, that no such withdrawal shall become effective at the a time when such member shall be arrears in the payment of dues or fees. (c) Expulsion. For non-payment of any dues or fees to AISC Holdings, a Member may be expelled by action of the Board of Directors. (d) Disqualification and transfer. Any Member who fails to maintain the same qualifications as those required for membership in the category for which it was granted membership shall cease to be a Member of AISC Holdings upon affirmative vote of the majority of the Board of Directors members present at any regular or special meeting of the Board of Directors. (e) Any Member who voluntarily withdrew from membership, was expelled, or disqualified from membership may be readmitted to membership in AISC Holdings in the manner provided in this Section 3 of these Bylaws provided that all dues previously accrued and still owed to AISC Holdings are first paid. Page 3 of 23

5 Section 4. Dues and Fees. (a) The dues and fees payable by Full Members of AISC Holdings shall be determined by resolution of the Full Members of AISC Holdings at any regular meeting of AISC Holdings or special meeting of AISC Holdings called for such purpose. In case the Full Members of AISC Holdings shall fail to adopt such resolution or resolutions, then the resolution or resolutions in effect prior to the meeting shall remain in effect until a subsequent resolution or resolutions are adopted by the Full Members of AISC Holdings. (b) The dues and fees payable for Associate and Individual Members of AISC Holdings shall be determined by the Board of Directors at any meeting thereof. Holdings. (c) No dues or fees may be assessed on Honorary Members of AISC Section 5. Membership Directory. All Full and Associate Members of AISC Holdings will be listed in any Membership Directories printed or published online. ARTICLE II MEETINGS OF MEMBERS Section 1. Annual Meeting. A Meeting of the Full Members of AISC Holdings will be held annually for the election of the Board of Directors of the Operating Company in accordance with the provisions of Article III, Section 2, and the transaction of such other business as may properly come before said meeting at a time and location determined by the Board of Directors of the Operating Company. If the Board of Directors of the Operating Company fails to set the time and location of the Annual Meeting prior to September 1 of the year in which the meeting is to be held, then the Annual Meeting will be held at 9:00 AM, prevailing local time, on the third Wednesday of October of such year at the principal office of AISC Holdings, or, if that is a legal holiday, then on the next succeeding business day. Resolutions proposed for consideration at the Annual Meeting may be proposed by either Full Members or the Operating Company Board of Directors. Resolutions proposed by Full Members shall be submitted at least 72 hours prior to the time noticed for the meeting. Resolutions proposed by the Operating Company of Directors, including the nomination of board members, Article IV, Section 11(c), shall be submitted at least twenty-four (24) hours prior to the time noticed for the meeting. All Resolutions shall be submitted to the Resolutions Committee of the Board of Directors of the Operating Company, Article IV, Section 11(d), and posted by said Committee at least 12 hours prior to the time of the Annual Meeting. Section 2. Special Meetings. A special meeting of the Full Members of AISC Holdings may be called at any time and place by order of the Chair of the Operating Company, or by resolution of the Board of Directors of the Operating Company, or by a writing signed by any twenty-five (25) Full Members of AISC Holdings. Section 3. Notice of Meetings. Except as otherwise expressly required by law, notice of each meeting of the Full Members of AISC Holdings, whether Annual or Special, shall be Page 4 of 23

6 given to each Full Member of AISC Holdings not less than twenty (20) nor more than ninety (90) days before the day on which such meeting is to be held by delivering a printed or electronic notice to each Full Member of AISC Holdings and directed to the Full Member s physical and/or electronic address as indicated in the records of AISC Holdings. Each such notice shall be sent from an officer of the Operating Company and shall state the purpose of the meeting, the time and location of the meeting, and by whose order the meeting was called. Notice of any adjourned meeting of the Full Members of AISC Holdings shall not be required to be given, except when expressly required by law or except when required by the resolution or resolutions pursuant to which such meeting shall have been adjourned. Associate and Individual Members may attend any meeting of the Full Members unless the Board of Directors of the Operating Company determines otherwise, but are not entitled to notice of any meetings of the Full Members or to participate or vote at any such meeting. Section 4. Quorum. At any meeting of the Full Members of AISC Holdings, onefifth (1/5) of the total number of the Full Members of AISC Holdings who are Full Members at the date of such meeting, present in person or by proxy, shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting, a majority of the Full Members present in person or by proxy may, by resolution, adjourn the meeting. Presence or absence of a quorum shall be determined by a Proxy Committee composed of members of the Board of Directors of the Operating Company and appointed by the Chair. Section 5. Organization. At each meeting of the Full Members of AISC Holdings, the Chair shall act as chair. In his or her absence, the Vice Chair shall act as chair. In case of the absence of both the Chair and the Vice Chair, a chair will be chosen by a simple majority of the Full Members present in person or by proxy. The Secretary will act as secretary; in the case of his or her absence, the Chair will appoint an individual to act as secretary. Section 6. Order of Business. (a) The order of business at any meetings of the Full Members of AISC Holdings shall be, unless altered by the meeting chair, as follows: (1) Verification of quorum and call to order. (2) Reading of minutes and action thereon. (3) Reports of the Boards, officers, and committees of AISC Holdings, Inc., and the American Institute of Steel Construction, LLC. (4) Election of the Board of Directors of the Operating Company. (5) Unfinished business. (6) New business. (7) Adjournment. (b) The Chair will set the agenda for meeting Page 5 of 23

7 (c) All meetings hall be conducted in accordance with the latest edition of Roberts Rules of Order. Section 7. Voting. At each meeting of the Full Members of AISC Holdings, each Full Member shall be entitled to cast one vote. Resolutions are adopted by an affirmative vote of a majority of Full Members, providing a quorum is present in person or by proxy. Associate Members and Individual Members are not entitled to vote. ARTICLE III THE BOARD OF DIRECTORS OF THE AMERICAN INSTITUTE OF STEEL CONSTRUCTION, LLC (THE OPERATING COMPANY ) Section 1. Number, Duration of Term, and Qualifications of the Board of Directors. (a) All operations and development of an operating budget shall be managed by the Board of Directors of the American Institute of Steel Construction, LLC, a wholly-owned subsidiary of AISC Holdings (the Board of Directors ). The Board of Directors shall consist of not less than twenty-two (22) nor more than twenty-seven (27) members, each of whom shall, during the time while he or she shall be in office, be designated in writing as a representative of a Full Member of AISC Holdings. (b) Holding Company Board members in office at the time of the adoption of these bylaws shall be deemed to be members of the Board of Directors of the Operating Company and shall continue as members of said Board of Directors for the terms for which they had been elected as members of the Holdings Company Board. The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III, which shall be as nearly equal in number as feasible. Each Board of Directors member shall serve for a term ending on the date of the third Annual Meeting of Full Members following the Annual Meeting at which the Board of Directors member was elected; provided, however, that each initial Board of Directors member in Class I shall hold office until the Annual Meeting of Full Members in 2009; each initial Board of Directors Member in Class II shall hold office until the annual meeting of Full Members in 2010; and each initial Board of Directors member in Class III shall hold office until the annual meeting of Full Members in Notwithstanding the foregoing provisions of this subsection (b), each Board of Directors member shall serve until his successor is duly elected and qualified or until his death, resignation or removal. (c) Newly Created Board of Directors members and Vacancies. In the event of any increase or decrease in the authorized number of Board of Directors members, the newly created or eliminated Board of Directors positions resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of Board of Directors members so as to maintain such classes as nearly equal in number as feasible. No decrease in the number of Board of Directors members shall shorten the term of any incumbent Operating Company Board member. Newly created Board of Directors positions resulting from any increase in the number of Board of Directors members and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining Board of Directors members then in office (and not by Full Page 6 of 23

8 Members), even if less than a quorum of the Board of Directors. Any Board of Directors members elected in accordance with the preceding sentence shall hold office until the next Annual Meeting of the Full Members of AISC Holdings. Section 2. Nomination of Board of Directors members. Nominations for members of the Board of Directors shall be made at the Annual Meeting of the Full Members of AISC Holdings only by one of the following methods: (a) By the Committee on Nominations; or (b) By a written petition signed by representatives of at least twenty (20) Full Members of AISC Holdings, providing that such Petition shall be posted at least twenty-four (24) hours before the date of the Annual Meeting of the Full Members of AISC Holdings. Section 3. Inspectors of Election. At all elections of the Board of Directors, the Full Members present in person or by proxy shall elect two inspectors of election by majority vote. A candidate for the office of Board of Directors member shall not be elected as an inspector of election. The inspectors of election shall affirm the vote and also determine all questions arising at such meeting in respect to the election of such Board of Directors members, including questions as to who are Full Members of AISC Holdings present in person or by proxy and entitled to vote thereat. Section 4. Powers and Duties of the Board of Directors. (a) The Board of Directors will set policies, objectives, and goals for all operational programs of AISC Holdings, will set the budget for all operational programs, will provide direction for the President of the Operating Company, and, by such resolutions as may from time to time be necessary, authorize appropriate banking practices. The Board of Directors will maintain use of a seal which shall be in the form of a circle and bear the full name of the Company and words and figures to indicate the date of its original organization. (b) The Board of Directors may adopt resolutions and policy statements representing the position of the Operating Company. Section 5. Organization. At each meeting of the Board of Directors, the Chair of the Operating Company shall act as chair. In the Chair s absence, the Vice Chair of Operating Company shall act as chair. In case of the absence of both the Chair and the Vice Chair of Operating Company, a chair will be chosen by a majority of Board of Directors members present. The Secretary of the Operating Company will act as secretary; in the case of the Secretary s absence, the Chair will appoint an individual to act as secretary. Section 6. Directors. Resignations, Vacancies, and Removal of Members of the Board of (a) Any member of the Board of Directors may resign at any time by giving written notice of his or her resignation to the Chair; if the Chair resigns, he or she shall give Page 7 of 23

9 written notice to the Vice Chair. Such resignations shall take effect at the time specified in the notice; the acceptance of such resignation shall not be necessary in order to make it effective. (b) Any vacancy in the Board of Directors (whether because of death, resignation, disqualification, removal, an increase in the number of directors, or by any other cause) may be filled by a majority vote of the Operating Company Board for the period until the next Annual Meeting of the Full Members of AISC Holdings at which time the Board of Directors vacancy shall be filled by the Full Members of AISC Holdings. (c) Any member of the Board of Directors may be removed, either with or without cause, at any meeting of the Full Members of AISC Holdings by the affirmative vote of three-quarters (3/4) of the Full Members of AISC Holdings who are present in person or by proxy, providing a quorum is present in person or by proxy. Section 7. Schedule of Meetings. (a) The Board of Directors may hold its meetings at such time and place or places as designated by the Chair. The regular annual meeting of the Board of Directors for the election of officers and the transaction of other business as is appropriate and necessary shall be held following the Annual Meeting of the Full Members, unless some other time and location shall be specified in writing and signed by all members of the Board of Directors. Notice of the annual meeting of the Board of Directors need not be given. (b) Special meetings of the Board of Directors shall be held whenever called by the Chair or by a signed request from six (6) members of the Board of Directors. A printed or electronic notice of such meeting shall be delivered to each member of the Board of Directors at his or her usual place of business at least fifteen (15) days prior to the day on which the meeting is to be held and shall state the time and location of the meeting, the objects of such meeting, and by whose order the meeting was called. Section 8. Quorum and Manner of Acting. A majority of the total number of the members of the Board of Directors shall constitute a quorum for the transaction of business. Unless contrary to other portions of these bylaws or otherwise provided by law, the act of a majority of the members of the Board of Directors present at any meeting at which a quorum is present shall be the act of the Operating Company. The members of the Board of Directors shall act only as a board and the individual members of the Board of Directors shall have no power as such. Section 9. Order of Business. (a) The Chair will set the agenda for the meeting. In addition, any item must be placed on the agenda which is requested in writing to the secretary by two or more board members. (b) All meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order. Page 8 of 23

10 ARTICLE IV OFFICERS AND COMMITTEES OF THE OPERATING COMPANY Section 1. Officers. (a) The officers of the Operating Company shall consist of a Chair, Vice Chair, President, Secretary and Treasurer, and such other officers as the members of the Board of Directors shall determine and appoint. Each officer shall be elected by the Board of Directors, as set forth in Section 11(c)(2) below, and have such authority and perform such duties as the Board of Directors may from time to time determine. (b) The Chair, Vice Chair and Treasurer must be elected from among the members of the Board of Directors. All other officers may be, but need not be, members of the Board of Directors or Members of AISC Holdings. (c) The Chair, Vice Chair and Treasurer shall each serve two-year terms and until a successor is elected and qualified. The Chair may not be reelected to consecutive two year terms. Section 2. Chairman Succession When an individual has completed a two-year term in the office of Chair, he or she may continue to serve as a member of the Board of Directors for the remainder of his or her current term and may be reelected for one additional, consecutive three-year term. Upon expiration of the additional three-year, elected term, the individual shall automatically receive the designation of Past Chair and shall not be eligible for reelection to the Board of Directors for the three-year period immediately following the expiration of the individual s last elected term as a member of the Board of Directors. Past Chairs of the Operating Company shall receive invitations to all meetings of the Board of Directors and may attend such meetings and participate in deliberations concerning the business of the Operating Company, but shall do so in an ex-officio status and shall not be entitled to vote on Resolutions or other matters requiring official action. Individuals remain ex-officio members until: (a) they are reelected to the Board of Directors once their eligibility returns; (b) they are no longer designated by a Full Member as a representative; or (c) they are removed by an affirmative vote of three-quarters (3/4) of the present members of the Board of Directors at a meeting where a quorum is present. Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed, either with or without cause, at any meeting of said Board, by a vote of threefourths (3/4) of the whole Board of Directors. Section 4. Resignations. Any officer may resign at any time by giving written notice of his or her resignation to the Chair or Secretary of the Operating Company. Such resignation shall take effect at the time specified in such notice and, unless specified therein, the acceptance of such resignation shall not be necessary in order to make it effective. Section 5. Vacancies. A vacancy in the position of Chair, Vice Chair, or Treasurer (whether such vacancy shall be caused by death, resignation, removal, disqualification, or Page 9 of 23

11 otherwise) shall be filled by the Board of Directors at any regular or special meeting thereof for the unexpired portion of the of the term of office. Any vacancy in an appointed position shall be filled by the Board of Directors as needed at any regular or special meeting. Section 6. Powers and Duties of the Chair of the Operating Company. (a) The Chair shall, if present, preside at all meetings of the Operating Company, its Board, and its Executive Committee. He or she shall have the responsibility of overseeing the activities of Operating Company by ensuring the policies and other directions of the Board of Directors are faithfully executed by the President and his or her staff. (b) The Chair will have direct supervision of the President, the Secretary, the General Counsel, and all Committee Chairs of the Operating Company. (c) The Chair shall appoint all committee members and chairs except as provided in these Bylaws for appointment of the Executive Committee, the Committee on Nominations, and the Compensation Committee. (d) The Chair may sign and execute any instrument in the name of the Operating Company when authorized to do so by the Board of Directors or the Executive Committee. (e) The Chair shall perform other duties as may be assigned to him or her from time to time by the Board of Directors or the Executive Committee. Section 7. Powers and Duties of the Vice Chair of the Operating Company. (a) In the absence or inability to act of the Chair, the Vice Chair shall perform all duties and may exercise any of the powers of the Chair, subject to the control of the Board of Directors. (b) He or she shall be a member of the Executive Committee. (c) He or she shall perform other such duties as may be assigned to him or her from time to time by the Chair or the Board of Directors or the Executive Committee. Section 8. Powers and Duties of President of the Operating Company. (a) The President shall have general and active supervision over the business of the Operating Company, subject to review and supervision of the Board of Directors, the Executive Committee, and the Chair of the Board of Directors. He or she may sign and execute any instrument, including payments, in the name of the Operating Company when authorized to do so by the Board of Directors or Executive Committee. (b) The President shall see that all orders and resolutions of the Board of Directors and of the Executive Committee are carried into effect. He or she shall give a report at each meeting of the Board of Directors on the activities of the Operating Company and on other Page 10 of 23

12 relevant matters that he or she feels should be brought to their notice. Additional reports shall be given as requested by the Board of Directors or Executive Committee. (c) The President shall prepare and submit to the Board of Directors plans and suggestions for expenditures, work, or programs beyond the scope of the approved Operational Budget and spending authority limit. (d) The President shall have the responsibility of supervising and approving the hiring and termination of staff. (e) The President shall perform such other duties as may be assigned to him or her from time to time by the Chair, Board of Directors or the Executive Committee. (f) In the absence or inability of the President to act, the Chair may designate another individual to temporarily assume the duties and powers of the President, subject to the controls contained herein. Section 9. Powers and Duties of Secretary of the Operating Company. (a) The Secretary shall keep all minutes of all meetings of the Board of Directors, and meetings of the Executive Committee. (b) The Secretary shall ensure that all notices are duly given in accordance with these Bylaws or as required by law. (c) The Secretary shall perform all duties incident to the office of Secretary, subject to the control of the Board of Directors and the Executive Committee. (d) He or she shall perform other such duties as may be assigned to him or her from time to time by the Chair, Board of Directors or the Executive Committee. (e) In the absence of the Secretary, the Chair may designate another individual to temporarily assume the duties and powers of Secretary, subject to the control of the Board of Directors and the Executive Committee. Section 10. (a) Operating Company. Powers and Duties of Treasurer of the Operating Company. The Treasurer shall provide oversight of the financial aspects of the (b) The Treasurer shall report, as requested, to the Board of Directors, the Executive Committee the AISC Holdings Board of Directors, and the AISC Holdings Audit Committee on the finances of the Operating Company. (c) The Treasurer shall make a report of the Operating Company s finances at the Annual Meeting of the Holding Company. Page 11 of 23

13 (d) He or she shall perform other such duties as may be assigned to him or her from time to time by the Chair, Board of Directors or the Executive Committee. (e) In the absence of the Treasurer, the Chair may designate another individual to temporarily assume the duties and powers of Treasurer, subject to the control of the Board of Directors and the Executive Committee. Section 11. Committees of the Operating Company. (a) The Operating Company shall have four standing committees: an Executive Committee, Committees on Officer and Director Nominations, a Resolutions Committee, and a Compensation Committee. (b) Executive Committee. (1) The Executive Committee shall consist of the Chair, Vice Chair, Treasurer, and the immediate past Chair. In addition, the Chair may name additional members of the Board of Directors to the Executive Committee, subject to an affirmative vote of a majority of the Board of Directors. (2) The Executive Committee shall possess, and may exercise, all of the powers of the Board of Directors, but only as concerns the ordinary business of Operating Company, and except when the Board of Directors is in session. It is the duty of the Chair to determine what matters constitute ordinary business and are properly included on the Executive Committee agenda. (3) The Executive Committee also may act on extraordinary matters when time is a critical factor in making a decision. It is the duty of the Chair to determine when this occurs. (4) Minutes of each meeting of the Executive Committee will be mailed or sent by electronic mail to each member of the Board of Directors within fourteen (14) days after each meeting. The minutes are to include all agenda items and a roll call of all decisions made. The decisions must be ratified by the Board of Directors at the next meeting of the Board of Directors. (c) Committees on Nominations. (1) The Committee on Director Nominations will be elected by the Board of Directors as follows: (i) The Chair of the Operating Company shall select a list of seven (7) names of representatives or employees of Full Members of AISC Holdings (ii) The list of seven (7) names will be mailed to each member of the Board of Directors for receipt before a regular board meeting occurring at least sixty (60) days before the Annual Meeting of AISC Holdings. Page 12 of 23

14 (iii) Each member of the Board of Directors will vote for three (3) names on the list. Cumulative voting will not be permitted; however, a member of the Board of Directors may abstain from voting any or all of his or her three (3) votes. (iv) Not later than the regular meeting of the Board of Directors preceding the Annual Meeting of the Holding Company by at least sixty (60) days (subsection ii) each member of the Board of Directors will deliver his or her voted list to the Secretary. In the event a member of the Board of Directors is unable to attend the meeting, he or she will deliver his or her voted list to the Secretary in advance of the meeting. The Secretary announce the results of the election at or before the board meeting. (v) Those names on the list receiving the three (3) highest number of votes will constitute the Committee on Director Nominations. Tie votes will be decided by lot. In the event any member, or members, of the Committee on Director Nominations selected under this method is unable to serve, then that person will be replaced from the list by that person, or persons having the next highest number of votes, with ties decided by lot. (vi) The names of the members of said Committee on Director Nominations shall be made known to all of the Full Members of AISC Holdings as soon as possible, but in any event not less than twenty (20) days, prior to the Annual Meeting of the Full Members of AISC Holdings. (vii) The said Committee on Director Nominations shall nominate a list of the minimum number of nominees required to fill vacancies on the Board of Directors to be voted on at the Annual Meeting and shall post such list in a conspicuous place at the place of the Annual Meeting of the Holding Company at least forty-eight (48) hours prior to the time of the Annual Meeting of the Holding Company. In addition to the names of the members of the Committee on Director Nominations, the members of AISC Holdings shall be given the names of all of the members of the Board of Directors then serving on said Board, giving the dates of the termination of the term of office of each of the said members. (d) Resolutions Committee (1) The Resolutions Committee shall consist of the Chair, Vice Chair, Secretary and General Counsel. The Secretary and General Counsel shall serve as the chair of the Resolutions Committee. (2) The Resolutions Committee shall receive all resolutions from Full Members which are proposed for consideration at the Annual Meeting other than the nomination of the members of the Board of Directors of the Operating Company, and review the resolutions to ensure that they are in the proper format (as set forth in the Resolution Guidelines 1 adopted by the Board of Directors of the Operating Company) and are legally appropriate. 1 See Appendix A Resolution Guidelines Page 13 of 23

15 (3) The Resolutions Committee will make a recommendation to the membership at the Annual Meeting on each resolution from a Full Member which is legally appropriate and has been submitted in the proper format; all such resolutions shall be posted by said Committee at least twenty-four (24) hours prior to the time of the Annual Meeting. (2) The Committee on Officer Nominations will be elected by the Board of Directors as follows: (i) The Chair of the Operating Company shall select a list of seven (7) names of representatives or employees of Full Members of AISC Holdings (ii) The list of seven (7) names will be mailed to each member of the Board of Directors for receipt before a regular board meeting occurring at least sixty (60) days before the Annual Meeting of AISC Holdings. (iii) Each member of the Board of Directors will vote for three (3) names on the list. Cumulative voting will not be permitted; however, a member of the Board of Directors may abstain from voting any or all of his or her three (3) votes. (iv) Not later than the regular meeting of the Board of Directors preceding the Annual Meeting of the Holding Company by at least sixty (60) days (subsection ii) each member of the Board of Directors will deliver his or her voted list to the Secretary. In the event a member of the Board of Directors is unable to attend the meeting, he or she will deliver his or her voted list to the Secretary in advance of the meeting. The Secretary announce the results of the election at or before the board meeting. (v) Those names on the list receiving the three (3) highest number of votes will constitute the Committee on Officer Nominations. Tie votes will be decided by lot. In the event any member, or members, of the Committee on Officer Nominations selected under this method is unable to serve, then that person will be replaced from the list by that person, or persons having the next highest number of votes, with ties decided by lot. (vi) Officers of the Operating Company and the Officers and Board of the Holding Company shall be elected by the members of the Board of Directors at the organizational meeting immediately following the Annual Meeting of the Holding Company. (vii) The members of the Officer Nominating Committee will be responsible for nominating members of the Board of Directors to fill any Officer vacancies which may occur in the Operating Company and appropriate individuals to fill any Officer or Holding Company Board vacancies that may occur in the Holding Company. (viii) The Board of Directors shall be notified with a written report by such Committee at least ten (10) days prior to its annual organizational meeting. Page 14 of 23

16 (e) Compensation Committee. (1) The Compensation Committee shall consist of the Chair, Vice Chair and the immediate past three Chairs of the Operating Company. The chairman of the Compensation Committee shall be the immediate past Chair of the Operating Company. (2) The Compensation Committee is responsible for approving and evaluating the compensation plans, policies and programs of the Operating Company. The Committee shall establish the salary for the President of the Operating Company and approve the average level annual increase for staff positions. (3) The Compensation Committee shall make annual reports to the Executive Committee. (f) In addition to the four standing committees, the Operating Company shall establish such oversight committees as it feels necessary to monitor its programs, initiatives, and areas of operations. The charters and operational protocol of all such oversight committees shall be set by the Board of Directors. The Chairs of such committees shall be appointed by the Operating Company Chair, subject to the approval of the Board of Directors. All members of such committees shall serve at the pleasure of the Chairs of the respective committees or the operating protocol of the committee, which such protocol must be approved by the affirmative vote of a majority of the Board of Directors. Nothing contained herein shall preclude the Chair of the Operating Company from appointing such ad hoc committees as he or she might from time to time deem necessary for efficient operations of the Operating Company. ARTICLE V DIRECTORS, OFFICERS, AND COMMITTEES OF AISC HOLDINGS, INC. Section 1. AISC Holdings, Inc will be governed by a Board (the Holding Company Board ) of not less than five (5) nor more than nine (9) members appointed as set out below. Section 2. The Holding Company Board shall be responsible for funding the Budget of the Operating Company as established by the Operating Company Board of Directors and for safeguarding and investing such funds as are not committed to the Operating Company under its Budget. Section 3. The Holding Company Board shall further be responsible for registering, holding and safeguarding such intellectual property as might be developed by AISC Holdings, Inc. or the Operating Company and for licensing intellectual property to the Operating Company under such terms and conditions as are established with the Operating Company. Section 4. The Holding Company Board shall be appointed by the Board of Directors of the Operating Company at its annual organizational meeting. The Board of Directors of the Operating Company shall consider those individuals nominated by the Officer Nominating Committee to fill positions on the Holding Company Board but, with the exception of the Page 15 of 23

17 position of Treasurer, its appointments are not limited to those individuals. The Board of Directors of the Operating Company may choose to appoint, but is not required to appoint, ex officio members of the Operating Board to positions on the Holding Company Board. The Board of Directors of the Operating Company may also choose to appoint, but is not required to appoint, either Full Members of the Holding Company or other persons to the Holding Company Board who are not serving, or have never served, as members of the Board of Directors of the Operating Company. Members of the Holding Company Board may be removed from office by the Board of Directors of the Operating Company in the same manner as set out in Article IV, Section 3, above, for removal of the Officers of the Operating Company. Section 5. Officers. The Officers of AISC Holdings, Inc. shall include a Chair, Vice Chair, Secretary, and Treasurer, all of whom shall be appointed by the Board of Directors of the Operating Company at its Annual Organizational Meeting. The Board of Directors of the Operating Company shall consider those individuals nominated by the Officer Nominating Committee to fill positions as Officers of the Holding Company but, with the exception of the position of Treasurer, its appointments are not limited to those individuals. The Officers of the Holding Company may be removed from office by the Board of Directors of the Operating Company in the same manner as set out in Article IV, Section 3, above, for removal of the Officers of the Operating Company. With the exception of the office of Treasurer, the Board of Directors of the Operating Company may choose to appoint, but is not required to appoint, the officers of the Operating Company to parallel positions as officers of the Holding Company. The Treasurer of the Operating Company shall also serve as Treasurer of the Holding Company. Section 6. Powers and Duties of the Chair of AISC Holdings (a) The Chair of AISC Holdings shall, if present, preside at all meetings of the Full Members of the Holding Company and the Holding Company Board. He or she shall have the responsibility of overseeing the activities of AISC Holdings. (b) Committee Chairs. The Chair will have direct supervision of all Holding Company (c) The Chair shall appoint all Holding Company committee members and chairs except as provided in these Bylaws. (d) The Chair may sign and execute any instrument in the name of AISC Holdings when authorized to do so by the Holding Company Board. (e) The Chair shall perform other duties as may be assigned to him or her from time to time by the Holding Company Board. Section 7. Powers and Duties of Vice Chair of AISC Holdings. (a) In the absence or inability to act of the Chair, the Vice Chair shall perform all duties and may exercise any of the powers of the Chair, subject to the control of the Holding Company Board. Page 16 of 23

18 (b) He or she shall perform other such duties as may be assigned to him or her from time to time by the Chair or the Holding Company Board. Section 8. Powers and Duties of Secretary of AISC Holdings. (a) The Secretary shall keep all minutes of all meetings of the Full Members of AISC Holdings, and meetings of the Holding Company Board. (b) The Secretary shall ensure that all notices are duly given in accordance with these Bylaws or as required by law. (c) The Secretary will report at the Annual Meeting of the Full Members of AISC Holdings the names and places of business of people, companies, and firms who have been admitted to Full or Associate membership since the previous report. Such report shall be filed with the records of AISC Holdings and an abstract thereof entered in the minutes of the proceedings of such Annual Meeting. (d) The Secretary shall perform all duties incident to the office of Secretary, subject to the control of the Holding Company Board. (e) He or she shall perform other such duties as may be assigned to him or her from time to time by the Holding Company Board. (f) In the absence of the Secretary, the Chair may designate another individual to temporarily assume the duties and powers of Secretary, subject to the control of the Holding Company Board. Section 9. Powers and Duties of Treasurer of AISC Holdings. Holdings. (a) The Treasurer shall provide oversight of the financial aspects of AISC (b) The Treasurer shall report, as requested, to the Holding Company Board and the Audit Committee on the finances of AISC Holdings. (c) The Treasurer shall make a report of AISC Holdings Finances at the Annual Meeting of the Full Members of AISC Holdings. This report, verified by the Audit Committee, will include the whole amount of real and personal property owned by AISC Holdings, where located, where and how invested, and the amount and nature of the property acquired since the previous report and the manner of acquisition, the amount applied, appropriated or expended since the previous report and the purposes, objects, or persons to or for which such applications, appropriations, or expenditures have been made. (d) He or she shall perform other such duties as may be assigned to him or her from time to time by the Chair or the Holding Company Board. Page 17 of 23

19 (e) In the absence of the Treasurer, the Chair may designate another individual to temporarily assume the duties and powers of Treasurer, subject to the control of the Holding Company Board. Section 10. Committees. The Board of Directors of AISC Holdings, Inc. will establish and maintain the following committees: (a) Audit Committee. (1) The Audit Committee is responsible for overseeing the financial reporting process, monitoring accounting policies and principles and monitoring internal control processes. (2) The Audit Committee shall consist of the Treasurer and not less than three nor more than five additional members who are not employees of the Holding Company or its subsidiaries. The Audit Committee shall be designated by the AISC Holdings Chair and possess adequate financial knowledge through education or practice. (3) The Audit Committee shall have at least one meeting annually with AISC Holdings outside auditing firm and at additional times as the Audit Committee or Treasurer deem necessary. (b) Additional Committees. The Holding Company Board may establish additional committees as necessary or desired to ensure the smooth and efficient functioning of AISC Holdings and to help meet the goals of AISC Holdings as established by the Holding Company Board. Each such additional committee shall have two or more members, a majority of its membership shall be members of the Holding Company Board, and all members of such committees shall serve at the pleasure of the Holding Company Board. Section 1. ARTICLE VI COMPENSATION AND INDEMNIFICATION Compensation. (a) The members of the Operating Company Board of Directors and the Holding Company Board, the officers of said boards who are also members of said boards, and the members of committees shall serve without compensation. (b) The Board of Directors of the Operating Company may authorize the payment, through the Operating Budget, of reasonable expenses incurred by the Holding Company Officers and Board, the Operating Company Officers and Board of Directors in the performance of their duties. (c) The President of the Operating Company may establish rules and authorize the payment of reasonable expenses incurred by Committee members through the Operating Budget. Page 18 of 23

20 (d) Section 2. Other compensation shall be determined by the Compensation Committee. Indemnification by the Operating Company (a) The Operating Company may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit, arbitration or other dispute resolution proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Holding Company or the Operating Company) by reason of the fact that he or she is or was a member of the Holding Company Board or the Board of Directors of the Operating Company, or an officer, employee, agent, attorney or committee member of the Holding Company or the Operating Company, or who is or was serving at the request of the Holding Company or the Operating Company as a member of the Holding Company Board or the Board of Directors of the Operating Company or as an officer, employee, attorney or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Holding Company or the Operating Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Holding Company or the Operating Company or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. (b) The Operating Company may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit, arbitration, or other dispute resolution proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a member of the Holding Company Board or the Board of Directors of the Operating Company, or an officer, employee agent or committee member of the Holding Company or the Operating Company, or is or was serving at the request of the Holding Company or the Operating Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit, arbitration, or other dispute resolution proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Holding Company or the Operating Company, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Holding Company or the Operating Company, unless, and only to the extent that the court, arbitration panel, or other adjudicator in authority in which such action, suit, arbitration or other dispute resolution proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Page 19 of 23