04/14/2011

Article V - MEETINGS OF MEMBERS

Section 1. Annual Meetings. The Annual Meeting of Members shall be held at such time, at such location, and on such date of each year as may be fixed by the Board of Directors and stated in the Notice of the Meeting. Any business within the powers of the Association may be transacted at the Annual Meeting.

Section 2. Special Meetings. Special Meetings of the Members for any purpose or purposes may be called upon the written request of the President, Executive Vice President, a majority of the Board of Directors, or the members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the particular meeting. Calls for such meetings shall specify the general nature of the business to be transacted and the time and place of such meeting. No business other than that specified in the call shall be considered at any Special Meeting.

Section 3. Adjournments. Adjournments of any Regular or Special Meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each, as the Members present entitled to cast at least a majority of the votes which all Members present and voting are entitled to cast shall direct, until such directors have been elected.

Section 4. Notices of Meetings.

1. Unless waived, written Notice of each Annual and Special Meeting stating the date, time, and place thereof shall be given by personal delivery or by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission, to each Member of record entitled to vote at or entitled to Notice of the Meeting. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person, or, in the case of telex, or TWX, when dispatched.
2. Unless a greater period of notice is required by statute, written notice of every meeting of the Members shall be given by, or at the direction of, the Executive Vice President, not less than five (5) days before any such Meeting, not less than ten (10) days in case of amendment to the Articles of Incorporation, merger, sale of assets or dissolution, or not less than twenty (20) days prior to the date of any such Meeting where bulk mail notices have been sent to more than 100 members of record.
3. Notice of a Special Meeting shall state the purpose or purposes for which the meeting is called.
4. If mailed, such Notice shall be directed to the Member at his address as the same appears upon the records of the Association.
5. If the Executive Vice President neglects or refuses to fix the time of a Special Meeting within sixty (60) days after the receipt of the request for such Meeting, or otherwise fails to give notice of such Meeting, the person or persons calling the meeting may do so.
6. Any Member, either before or after any Meeting, may waive any Notice required to be given by law or under these By Laws. Such Member may waive Notice in writing, signed by the Member entitled to the Notice, and delivered to the Executive Vice President of the Association for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. Such Member may also waive Notice by attendance at such Meeting, in person or by proxy, unless attendance is to object.

Section 5. Place of Meetings. Meetings of Members shall be held at such place within or without the Commonwealth of Pennsylvania, at such place so stated in the Notice of the Meeting.

Section 6. Quorum and Voting.

1. A meeting of Members of the Association duly called shall not be organized for the transaction of business unless a quorum is present. The Members entitled to exercise twenty-five percent (25%) of the voting power of the Association entitled to vote at any meeting, present in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting.
2. A majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
3. The holders of a majority of the votes cast at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall be present, subject to the limitations in Section 3, supra, or as otherwise restricted under the laws of the Commonwealth of Pennsylvania.
4. The Members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
5. Each Distributor, Manufacturer and Associate Member shall, at every meeting of the Members, be entitled to one (1) vote in person or by proxy; Members of all other classes shall not be entitled to vote at any Meeting of the Members.

Section 7. Determination of Members of Record.

1. The Board of Directors may fix a record date for any lawful purpose, including, without limiting the generality of the foregoing, the determination of Members entitled to:
   1. receive notice of or to vote at any meeting; or,
   2. participate in the execution of written consents, waivers or releases.
2. Said record date shall not be more than seventy (70) days preceding the date of any such meeting, or the date fixed for the receipt or the exercise of rights, as the case may be.
3. If a record date shall not be fixed, the record date for the determination of Members who are entitled to Notice of, or who are entitled to vote at, a meeting of Members, shall be the close of business on the day next preceding the day on which the Notice is given, or if Notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining Members entitled to express consent or dissent to corporate action in writing without a meeting, when no prior action by the Board of Directors or other body is necessary, shall be the day on which the first written consent or dissent is expressed. The record date for determining Members for any other purpose shall be at the close of business on the day on which the Board of Directors or other body adopts the resolution relating thereto.
4. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 8. Proxies.

1. A person who is entitled to attend a Members' meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person or by such person's duly authorized attorney-in-fact and filed with the Executive Vice President of the Association.
2. Unless a proxy provides for a longer period, it is not valid more than eleven (11) months after the date of its execution, but in no event shall a proxy be voted on after three (3) years from the date of its execution.
3. No Member shall sell his vote or issue a proxy for money or anything of value.