Bylaws of the Institute for Supply Management - Western Washington, Inc.

ARTICLE I - Name and Location Bylaws of the Institute for Supply Management - Western Washington, Inc. SECTION 1. Name. The name of this Association shall be ISM-Western Washington, a non-profit corporation organized and existing by virtue of the laws of the State of Washington (hereinafter referred to as the "Association"). SECTION 2. Location. The principal office of the Association shall be located in the City of Bellevue, County of King, State of Washington, or in such other localities as may be determined by the Board of Directors. ARTICLE II - Purposes The purpose of the Association shall be: 1. To foster and promote the interchange of ideas and cooperation among its members. 2. To promote the study, development, and application of purchasing and supply management and all matters related to the foregoing (hereinafter referred to as "the purchasing and supply management profession"). 3. To collect and disseminate by all lawful means information of interest and benefit to its members, including reports of current business trends and other information of interest to the purchasing and supply management profession. 4. To develop and encourage by all lawful means the practice of high standards of personal and ethical conduct among persons engaged in the purchasing and supply management profession. 5. To develop, sponsor, promote and encourage the professional certification and accreditation programs (C.P.M., A.P.P., CPSM, CPSD) for persons engaged in the purchasing and supply management profession. 6. To encourage and participate in the development of educational courses, seminars, programs and materials on the subject of purchasing and supply management and all matters related thereto. 7. To strive by all lawful means to promote and enhance the purchasing and supply management profession. 8. To be affiliated with the Institute for Supply Management (ISM) and other associations or organizations of persons engaged in the purchasing and supply management profession on a global basis. 9. To cooperate, collaborate and exchange information by lawful means with professional, trade and other associations and organizations of persons engaged in the purchasing and supply

management profession, and to advance public relations with governmental agencies and the public in general concerning the purchasing and supply management profession. 10. To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the financial gain of its members, directors or officers, except as otherwise permitted by the laws of the State of Washington. In the accomplishment of these purposes, it shall be the policy of the Association to comply at all times with all existing laws, including the antitrust laws, and in furtherance of this policy, no activity or program shall be sponsored or conducted by or within the Association which in any manner whatsoever shall represent or be deemed a violation of any existing law, including the antitrust laws, all in accordance with the ISM Statement of Antitrust Policy and Guide for Antitrust Compliance, as amended from time to time by the Board of Directors of ISM. ARTICLE III - Affiliation with ISM SECTION 1. General. The association shall be affiliated with ISM in accordance with the procedures set forth in the ISM Bylaws, and the Association shall comply with the provisions of Article III of the ISM Bylaws. SECTION 2. Condition of Affiliation. The Association shall be obligated as a condition of affiliation with ISM to comply with the following: 1. To be incorporated as a non-profit corporation in accordance with the laws of the State of Washington and to be validly existing and in good standing during the period of its affiliation with ISM. 2. To cause these bylaws to conform at all times with the ISM Bylaws, including without limitation, the provisions hereof with respect to the purposes of the Association and eligibility for membership. 3. To perform all necessary procedures concerning the review and approval of all applications for membership in the Association with ISM. 4. To resolve all questions concerning eligibility for membership in the Association with ISM in a fair and impartial manner in accordance with procedures established from time to time by the Association. 5. To collect all dues from members of the Association and to remit to ISM all dues required by Article V of the ISM Bylaws. 6. To have an Immediate Past President (IPP), in accordance with the guidelines as established in Article VII. 7. To comply at all times with ISM policy as it may be adopted from time to time by the ISM Board of Directors, including without limitation, the ISM Statement of Antitrust Policy and Guide for Antitrust Compliance. 8. To obtain the prior written approval of ISM with respect to any proposed amendments to these bylaws. SECTION 3. Suspension or Termination of Affiliation. The affiliation with ISM of the Association may be suspended by the ISM Board of Directors for violation of or failure to comply with the ISM Bylaws, including specifically, but without limitation, provisions respecting payment of dues, eligibility of

members and observance of ISM policies as may be adopted by the ISM Board of Directors from time to time. Any charge of violation or failure to comply under this Section shall be first presented to ISM. If ISM shall determine that the charges are well founded, after the Association has been given reasonable notice of such charges and an opportunity to present a defense to the same, the charges shall be referred to the ISM Board of Directors for action together with the recommendations of ISM. If the Association is suspended or terminated it may be reinstated by the ISM Board of Directors at any time subsequent to such suspension or termination upon a proper showing of good cause to justify a reinstatement of affiliation with ISM. Revised: 01/20/2011 ARTICLE IV - Membership SECTION 1. Regular Membership. A person shall be eligible to be a regular member of this association who satisfies the eligibility requirements of a regular member of an affiliated association as defined in the Bylaws of the Institute for Supply Management, Inc, (ISM) as amended from time to time. Regular members of this Association shall have the right to cast one (1) vote on all questions which require a vote of the regular members of this Association other than those regular members who, pursuant to the ISM Bylaws, as amended from time to time, do not have voting rights. Included in the Regular Membership category is the Lifetime Membership. Lifetime Members are defined as follows: A person who has been a Regular Member for a period of ten (10) years or more, has retired from all regular employment, and has been approved for this category by a vote (quorum), of the regular membership of the Association of which he/she has been a Member. A person who qualifies for the Lifetime membership class shall not be charged ISM or Association dues. SECTION 2. Affiliate Membership. In addition to the membership classes defined in Section 1, Article IV, the Association shall have the following membership classes which shall not represent regular membership in ISM nor entitle any member of such class to hold office in the association. 1. Affiliate only Members (Local). A person who satisfies the eligibility criteria set forth in Section 1 Regular Membership, of Article IV shall be eligible to be a Local Member of this Association. Local Members of this Association shall have the right to cast one (1) vote on all Affiliate only questions, which require a vote of the regular members of this Association. Members of the Local membership class are not entitled to hold elective office in the Association. A Local only membership may be upgraded to Regular Membership status by submitting an updated application and prorated additional dues. 2. Honorary Members. A person not qualified for regular membership but who has rendered distinguished or unusual services to the purchasing and materials management profession, and who has been elected to the class of membership by vote of the Board of Directors of the Association. Honorary member is a non-voting membership class. Members of such class are not entitled to hold elective office in the Association or to serve as Chair of the Association s Committees. Election to honorary membership shall be for such period as the Association may designate, but the Board of Directors of the Association shall have the authority and duty to revoke the honorary membership of any individual whenever they shall determine that continuation of the honorary membership would be inconsistent with the policies and objectives of ISM, or the Association.

3. Provisional Members. Any person who is interested in the field of purchasing and supply chain management. At the time that a provisional member fulfills the requirements for regular membership status, his/her membership may be upgraded by submitting an update application and prorated dues. Provisional member is a non-voting membership class. SECTION 3. Admission of Members. Admission of all persons for membership in the Association shall be in accordance with the following procedures: 1. The Membership Committee of the Association shall review all applications for membership in the Association, which shall be on a form prepared by the Committee. 2. The Membership Committee shall advise the Board of Directors of the Association concerning the eligibility of all applicants for membership in the Association. 3. The Board of Directors of the Association shall approve or deny all applications for membership in the Association. The Executive Committee shall approve or deny all applications for membership in the Association during the months of July and August when the Board of Directors may not be in session. SECTION 4. Denial of Membership. An affiliated association has the right to deny Regular membership, as authorized in the ISM Bylaws, Article II, Section 1. The ISM Affiliate Support Department will consider an appeal by the applicant. Except for rare and extraordinary circumstances, the decision of the Affiliate Support Department concerning denial of Regular membership will be final and binding and will not be considered by the ISM Board of Directors. SECTION 5. Expulsion of Members. The Association shall have the right to expel a member of any classification from membership in the Association for nonpayment of dues or for violation of the provisions of these bylaws, the ISM Bylaws, the ISM Policies, the ISM Policy Manual for Special Interest Groups and Forums, ISM Standards of Conduct or such other statements of policy as may be adopted by the Association or the ISM Board of Directors from time to time. Expulsion for any reason other than nonpayment of dues shall occur only after the expelled member has been advised of the proposed expulsion and the reasons therefore, and has been given an opportunity to submit proof in support of continued membership in the Association. A member expelled from membership in the Association shall be given notice of such expulsion and shall be advised that he or she may appeal the action taken by the Association to ISM by filing a notice of intent to appeal to ISM. Upon receipt of a timely filed notice of appeal, ISM shall consider the appeal and shall allow the expelled member the opportunity to submit proof in support of continued membership in the Association. The decision of ISM concerning expulsion of a non-voting member shall be final and binding. SECTION 6. Reinstatement. A former member of the Association, whether a resigned or expelled member desiring reinstatement of membership, may be reinstated as a member of the Association upon showing proof of eligibility and paying all current years dues (and an administration fee or similar charge which may be imposed by the Association from time to time). The procedure for an appeal of an adverse determination to reinstate a former member shall be the same as provided in Section 6 of this Article, provided, however, an appeal to reinstate membership may not

be taken in the same calendar year in which an appeal has been decided by ISM concerning the expulsion of the same member seeking reinstatement. SECTION 7. Resignation. Any member of the Association may resign by filing a written resignation with the Association, but such resignation shall not release the member of the obligation to pay any dues, or other charges theretofore accrued but unpaid. SECTION 8. Non-transferability of Membership. Membership in the Association shall be vested in the individual member of the Association and shall only be transferred or assigned to another person upon the authority of the payee. ARTICLE V - Dues SECTION 1. Amount. The amount of annual dues for regular members and each class of affiliate members of the Association shall be determined from time to time by vote of the Board of the Association. Annual dues for regular members of the Association shall include an amount equal to the annual dues in effect from time to time for membership in ISM. SECTION 2. Payment. Dues for regular and affiliate members in the Association shall be assessed on a calendar year basis and shall be payable before January 1 of each association year. Members elected to membership in the Association at other times during the calendar year shall be required to pay a proportionate amount of the annual dues in effect at the time of their election to membership based on a schedule approved by the Board of Directors. SECTION 3. Nonpayment of dues. The Association may expel a member of the Association, whose dues are 45 days in arrears, from membership in the Association and ISM upon notice to such member. Such expulsion to be effective upon the date of such notice. A member expelled from membership for nonpayment of dues may be reinstated upon full payment of all delinquent dues (plus payment of an administrative fee or other similar charge set from time to time by the Board of Directors to offset costs of the reinstatement of the expelled member.) SECTION 4. Schedule of Dues. The Association shall notify each member of the Association on or about November 1 an annual dues billing reflecting their membership status, i.e., regular, associate, etc., payable as of January 1 of the following year. The Association shall notify each student member of the Association on or about August 1 an annual dues billing reflecting their student status, with dues payable as of September 15 of the same year. (The notification of the dues billing described in this section shall not preclude the Association from causing a change in the amount of any dues during any Association year provided such change is made effective on or after the date such change in dues is approved by the Association in accordance with these bylaws.) ARTICLE VI - Board of Directors SECTION 1. Authority and Responsibility. The governing body of the Association shall be the Board of Directors. The Board of Directors shall have general charge, management and control of the affairs, funds and properties of the Association and, subject to the provisions of these bylaws, shall have authority to take such action in matters of policy and procedures as, in its judgment, will best promote

the interests and welfare of the Association, including authority to promulgate, amend or rescind in whole or in part all statements of Association policy as they may exist from time to time. SECTION 2. Membership. The Board of Directors shall consist of not less than thirteen (13) Directors which shall include nine (9) or more Directors at large, one Director from each Chapter Group, the Officers of the Association as listed in Article VII, Section 1 of these Bylaws and the Immediate Past President of the Association. SECTION 3. Election. The Directors shall be elected by the regular and local members of the Association at their annual meeting in accordance with Article VI, Section 5 hereof. SECTION 4. Qualification of Directors. Members of the Board of Directors shall be regular members of the Association as defined in the Bylaws of the Institute for Supply Management, Inc. (ISM) as amended. SECTION 5. Term of Office. Directors at large shall be elected for 3-year terms, which shall be staggered so that three (3) Directors at large are elected each year unless elected to fill an un-expired term. A Chapter Director shall be elected for a 1 year term. SECTION 6. Vacancies. In the event of a vacancy on the Board of Directors, the President of the Association shall nominate a maximum of three individuals for the vacant position. The Board of Directors shall elect a successor to fill the vacancy from among the names submitted by the President of the Association. SECTION 7. Meetings. The Board of Directors shall meet the first Thursday of each calendar month, except July and August, or as otherwise determined by the Board of Directors. When a different meeting date is scheduled by the Board of Directors, all Directors will be given notification either written or by electronic means of the change in meeting date at least ten (10) days prior to the scheduled meeting. SECTION 8. Board Action by Conference Call. Any one or more members of the Board of Directors, or of any committee thereof, may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar equipment, which enable all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. SECTION 9. Quorum and Voting. A majority of the Board of Directors & Officers shall constitute a quorum for the purpose of transacting Association business by the Board and voting on issues requiring Board approval. SECTION 10. Board Committees. The Board of Directors shall have the following committees: 1. Executive Committee. The Board of Directors shall have an Executive Committee consisting of the President, up to two Vice Presidents, Treasurer, Secretary and Immediate Past President. Each member of the Executive Committee shall serve a one-year term and that term shall commence on the date of their installation as an officer of the Association and shall end on the date of the installation of their successor. The President shall serve as Chair of the Executive Committee and preside at all Executive Committee meetings and report to the Board of Directors with respect to the activities of the Executive Committee. The Executive Committee shall have

the responsibility and authority to fulfill any requirement placed upon them by these Bylaws or by resolution of the Board and to make recommendations to the Board of Directors and to take action within policy limitations with respect to the operations and management of the Association not otherwise delegated, including recommendations concerning the governance structure of the Association and issues of strategic importance to the Association and proposed policy with respect thereto. 2. Finance Committee. The Finance Committee shall be comprised of the President, Vice Presidents, Treasurer, Secretary, Immediate Past President, and one (1) director selected by the Treasurer and approved by the Board of Directors. Each member of the Finance Committee shall serve a two year term and the term of each member of the Finance Committee shall commence on the first day of July and shall end on the last day of June or until their successor shall be chosen. The Treasurer shall serve as Chair of the Finance Committee and preside at all Finance Committee meetings and report to the Board of Directors with respect to the activities of the Finance Committee. The Finance Committee shall prepare the annual Association budget in the manner described in Section 2, Article X; shall make specific recommendations on all financial matters which may require approval by the Board; and such other matters as may be delegated to the Finance Committee by resolution of the Board. SECTION 11. Removal. As a member of the governing body of the Association, it is imperative that a Director be in attendance at board meetings as well as regular meetings. A Director may be removed from office by a majority vote of the Board of Directors, due to continued absence. Continued absence shall be defined as more than three (3) consecutive board meetings or more than three (3) consecutive regular meetings. ARTICLE VII - Officers SECTION 1. Officers. The officers of the Association shall be the Immediate Past President, President, up to Two Vice Presidents, Treasurer, and Secretary SECTION 2. Election. The President, up to two Vice Presidents, Treasurer, and Secretary shall be elected by the regular and local members of the Association at their annual meeting held in accordance with Article VIII Section 1 hereof. SECTION 3. Qualification of Officers. All officers of the Association shall be regular members of the Association as defined in the Bylaws of the Institute for Supply Management, Inc. (ISM) as amended. SECTION 4. Qualification of President, Vice President(s) and Immediate Past President. The President, Vice President(s) and Immediate Past President must each have received their C.P.M. designation in order to be elected. SECTION 5. Duties of President. The President shall be chief executive officer and chairman of the Board of Directors, and shall exercise general supervision over the executive affairs of the Association. He or she shall preside at all meetings of the Association membership and of the Board of Directors and shall be a member, ex officio, of all Association committees, with the exception of the Nominating committee. The President shall have, in addition, the duties made incumbent upon the officer by any

other provision of these Bylaws and which may be assigned by the Board of Directors. In the event of a vacancy in the office of President resulting from death, resignation, disqualification or permanent inability to serve, the Board of Directors shall promptly elect a successor from its own number for the unexpired term. Upon the qualification and election of his/her successor, the President shall assume the position of Immediate Past President for a term of one year. SECTION 6. Duties of Vice President(s). The Vice President(s) shall perform such duties as may be assigned from time to time by the President and Board of Directors for the Association. In the event of the temporary inability of the President to perform the duties of his/her office resulting from illness, absence or any other cause, the Vice President(s) shall perform all duties of the office of President until such time as the incumbent is able to resume the duties of the office. SECTION 7. Duties of Immediate Past President. The Immediate Past President shall serve as Chair of the Nominating Committee and as advisor and mentor to both the current Affiliate President and the Board of Directors on issues pertaining to, but not limited to, the coordination of the Past Presidents' group (the Gaveliers) and strategic/long-term planning. Furthermore, he or she shall also perform such duties as may be assigned from time to time by the Board of Directors. In the event of a vacancy in the office of Immediate Past President resulting from death, resignation, disqualification or permanent inability to serve, the Board of Directors shall elect a successor from the Gaveliers membership, for the unexpired term. SECTION 8. Duties of Treasurer. The Treasurer shall have the custody of all Association funds and securities; shall maintain a full and accurate account of all receipts and disbursements in books belonging to the Association; shall deposit all Association funds in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors of the Association; shall disburse the funds of the Association by check in accordance with instructions furnished by the Board of Directors of the Association; shall render to the Board of Directors and members of the Association upon request, but at least annually, an account of all his or her transactions and of the financial condition of the Association; shall serve as Chair of the Finance Committee; and shall perform such other duties as may be assigned from time to time by the President and the Board of Directors of the Association or which may be required by law. SECTION 9. Duties of Secretary: The secretary shall be responsible for the preparation of all minutes of meetings of the Board of Directors and members of the Association; the maintenances and safekeeping of all corporate and membership records of the Association; and the serving of publication of all notices required by the law or these Bylaws concerning any meeting or any other matter applicable to the Association; and Shall perform such other duties as may be assigned from time to time by the President and the Board of Directors of the Association or which may be required by law. SECTION 10. Vacancies. Any vacancy in the office of Vice President, Treasurer, or Secretary shall be filled by appointment by the President, with the approval of the Board of Directors of the Association. The Appointee shall hold office until the next meeting of the members of the corporation following such pro temp appointment, at which meeting a new officer(s) shall be elected by the members for the then unexpired term of such office(s).

SECTION 11. Term of Office. The President, Vice President(s) and Secretary shall be elected for a term of one (1) year per Article VII Section 2 unless elected to fill an unexpired term. The Treasurer shall be elected to a term of two (2) years unless elected to fill an unexpired term. ARTICLE VIII - Meetings of the Association Members SECTION 1. Annual Meeting. The annual meeting of the Association membership shall be held in April of each year at such place and on such date as may be determined by the Board of Directors of the Association. Notice thereof shall be given to all members, either by written or electronic means, at least ten (10), days prior thereto, with official ballots given to regular voting members. SECTION 2. Regular Meetings. Regular meetings shall be held once each calendar month on the second Thursday, except during June, July and August or as determined by the Board of Directors. SECTION 3. Special Meetings. The Board of Directors or the members of the Association in accordance with the provisions set forth in the Non-profit Corporation Act of the State of Washington may call special meetings of the Association membership. SECTION 4. Quorum. At all annual or special meetings of the Association membership a quorum shall be the presence at such meetings of at least 25 members of the total regular membership of the Association. SECTION 5. Voting. On all questions or issues presented for a vote at the annual meeting or any special meeting of the Association membership, each regular member, and local member whose dues are paid and are present at the meeting, shall be entitled to cast one vote. Except as otherwise required by these bylaws, all questions or issues presented to a vote of the Association membership shall be authorized by a majority of the votes cast at an annual, regular, or special meeting of the Association membership entitled to vote thereon. SECTION 6. Order of Business. At any meeting of the Association membership, the order of business shall be as determined by the Board of Directors. SECTION 7. Parliamentary Rules. At all meetings of the Association, including the Board of Directors, business shall be conducted under Roberts' Rules of Order when not in conflict with these bylaws. ARTICLE IX - Committees SECTION 1. Standing Committees. The following standing committees shall be established within the Association and shall be appointed by the President no later than 30 days following the President's election to office: 1. Volunteer 2 Communications 3. Membership 4. Nominating 5. Professional Development Committee

6. Employment 7. Transition 8. Finance The Board of Directors of the Association shall be authorized to designate additional committees as Standing Committees whenever in their sole judgment such action is deemed necessary. SECTION 2. Special Committees. The President, with the approval of the Board of Directors of the Association, shall appoint such other special committees, subcommittees or task forces as may be deemed necessary and which are not in conflict with other provisions of these bylaws, and the duties of any such special committee shall be prescribed by the Board of Directors upon their appointment. SECTION 3. Nominating Committee. Prior to the first regular meeting of members of the Association each year in the month of September, the President shall appoint three regular members in good standing as a Nominating Committee. The Immediate Past President shall serve as Chair of the Nominating Committee. One of the three shall be a current member of the Board of Directors that is not seeking election. The Nominating Committee shall present a proposed slate of candidates for all officers to the membership at the March meeting. The committee shall also be responsible for conducting the election procedures in accordance with the policies established by the Board of Directors. ARTICLE X Finances SECTION 1. Fiscal Year. The fiscal year of the Association shall begin July 1 of each year and terminate on June 30 of the following year. SECTION 2. Budget. The Finance Committee shall prepare and present to the Board of Directors prior to beginning of each fiscal year a budget for its consideration and approval at the meeting of the Board of Directors in May. Action shall be taken by the Board of Directors and the Finance Committee to review and revise the budget at any time during the course of the year as required. ARTICLE XI - Dissolution SECTION 1. Dissolution. The Association may be dissolved upon adoption of a plan of dissolution and distribution of assets adopted by the Board of Directors and approved by the regular members of the Association in accordance with the Non-profit Corporation Act of the State of Washington, as amended from time to time. SECTION 2. Dedication of Funds. The Association shall use its funds only to accomplish the objective and purposes specified in these bylaws and no part of said funds shall inure, or be distributed, to the members of the Association. Upon dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified organization(s) engaged in the promotion or education of the purchasing and materials management profession to be selected by the Board of Directors and regular members of the Association. ARTICLE XII - Chapters

Chapter groups of the Association may be formed from time to time for the purpose of geographical convenience to the interested Association members with the approval of the Board of Directors. Membership in the Association shall be a prerequisite to membership in the Chapter group. The Chairman of the Chapter group shall be a regular member of the Association; shall be nominated by the Chapter Group to the Board of Directors and shall be elected to the Board of Directors of the Association by the membership of the Association on an annual basis. ARTICLE XIII - Amendments The bylaws of this Association may be amended by its Board of Directors through a resolution by the Board and then through an election open to the general membership. The amendments must pass by an affirmative vote of not less than a majority of the regular members present and voting, in person or proxy, at any regular or special meeting of this Association, provided that 10 days advance notice, either by written or electronic means, shall have been given to all regular and local members with an official ballot. ARTICLE XIV - Indemnification SECTION 1. No Director or former Director of the Association shall be personally liable to the Association or its members for monetary damages for any conduct as a director or officer; provided, however, that this section shall not eliminate or limit the liability of a director for acts or omission that involve intentional misconduct by a director or officer or a knowing violation of law by a director or officer or for any transaction from which the director or officer will personally receive a benefit in money, property or services to which a director or officer is not legally entitled; and provided, this limitation shall not eliminate or limit the liability of a director or officer for any act or omission prior to the date when this provision becomes effective. SECTION 2. Each officer or director shall be indemnified by the Association against all expenses reasonably incurred by him/her in connection with an action, suit or proceeding to which he/she may be a party or defendant or with which he/she may be threatened by reason of his/her being or having been a director or officer of the Association or by reasons of having acted pursuant to a resolution of the Board of Directors, but an officer or director shall not be indemnified for any matter for which he/she is held liable for gross negligence or misconduct in the performance of his/her duties. The terms "expenses" includes reasonable legal fees and the amount paid in satisfaction of a judgment or in the settlement of a claim if the settlement is approved by a majority of the members of the Board of Directors of the Association other than those involved or by a majority of the members of a committee of five or more members of the Association who are not officers or directors so involved appointed by the President, subject to the approval of the President. The right of indemnification under this article shall not exclude any other right to which an officer or director may be entitled not restricted to the Associations' right to indemnify or reimburse an officer or director in a proper case even through not specifically provided for herein.