PGI Bylaws

Last Revision: August 7, 2006

Contents

1) Article I - Name
2) Article II - Purpose
3) Article III - Corporate Seal
4) Article IV - Meetings of Members
5) Article V - Board of Directors
6) Article VI - Powers and Duties of Directors
7) Article VII - Officers
8) Article VII - Committees
9) Article IX - General Provisions Concerning Members
10) Article X - Expulsion and Suspension
11) Article XI - Funds
12) Article XII - Amendments
13) Article XIII - Parliamentary procedure
14) Article XIV- Dissolution

Article I - Name

The name of the organization shall be the Pyrotechnics Guild International, Incorporated, hereinafter referred to as "the Guild."

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Article II - Purpose

The purpose for which this Guild is formed is set forth in the articles of incorporation of the Guild. A summary of our four principal objects is:

1) Promote the safe and sane display and use of pyrotechnics.

2) Encourage the display of public and private pyrotechnics in conjunction with local and national holidays and patriotic events.

3) Promote the production and sale of high-quality pyrotechnics.

4) Channel the creative energies of talented people into the design, production, and display of high-quality pyrotechnics by example of the membership and through the sharing of knowledge.

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Article III - Corporate Seal

The corporate powers, business and property of the Guild shall be exercised, conducted and controlled by a board of directors of five members.

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Article IV - Meetings of Members

Section 1 - Business Meetings

For the purpose of conducting business, meetings will be held annually, with time and date to be decided by the Board of Directors. Unless otherwise specified by the Board, the annual convention and meeting will be held the second week of August, defined as beginning the Saturday or Sunday following the first Friday. Business meetings will be held Monday and Thursday mornings of that week.

Section 2 - Quorum

Consistent with Robert's Rules of Order and Illinois law, a quorum for business meetings shall be 10% of the members attending the convention.

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Article V - Board of Directors

Section 1 - Number

The corporate powers, business and property of the Guild shall be exercised and conducted by a Board of Directors of five members.

Section 2 - Qualification

Each member of the Board of Directors must be a member in good standing in the Guild.

Section 3 - Installation

The officers, elected at the annual meeting of the members, shall be members of and comprise the Board of Directors. Terms shall be staggered so that the election of the President, Second Vice-President, and Publications Vice-President shall occur on even years, and, on odd years, the First Vice-President and Secretary-Treasurer shall be elected. The officers will serve for two years, unless sooner removed, or until their respective successors are installed. Newly elected officers shall take office immediately upon certification of their election, except for the Secretary-Treasurer, whose term of office shall begin on January 1st of the year following election.

Election shall be determined by a simple majority of those members voting when only two candidates are running. In the event that three or more candidates run, a plurality shall determine the winner.

Section 4 - Meetings of Directors

The Board of Directors shall meet after each election at the annual meeting for the transaction of business.

Section 5 - Regular Meetings

The Board of Directors may meet thereafter at such time and place as the chair, with the approval of the membership thereof shall determine.

Section 6 - Quorum

A majority of the Board of Directors shall be necessary to and shall constitute a quorum at such regular or special meetings of the Board of Directors.

Section 7 - Vacancies and Removal

(a) Whenever a vacancy in the Board of Directors shall occur, the Directors shall fill such vacancy by election, by majority vote of the entire Board, of some other member to fill such vacancy and such new director shall hold office until the election of a successor by the members, at the next regular meeting, to complete the remainder of that replaced director's term.

(b) Any director who ceases to be a member of the Guild shall thereupon cease to be a member of the Board of Directors.

(c) Any director who violates any purpose of this association in any particular way shall cease to be a member of the Board of Directors as soon as a majority of the directors shall have passed a resolution to that effect.

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Article VI - Powers and Duties of Directors

Section 1 - Powers and Duties

1) To conduct, manage and control the affairs and business of the Guild in conformity with the law and powers granted by the Articles of Incorporation and to make rules and regulations for the guidance of the Officers in the management of its affairs.

2) To direct and supervise and remove for cause all officers, committees, agents and employees of the Guild, prescribe their duties, fix their compensation and require of them, if advisable, security for faithful service in the form of a bond.

3) To have the custody and control of the funds of the Guild. A finance committee shall be established to review the fiscal management of the Guild.

4) To keep a complete record of all acts and proceedings of their meetings and to publish, in each PGI Bulletin, the minutes and decisions of the Board, reporting the votes as cast by each Director, excepting only those actions taken in an executive session of the Board. Decisions appropriate for action in executive session include matters involving civil or criminal proceedings, contract negotiations, and decisions involving members or prospective members, such as disciplinary matters. All final decisions regarding actions taken in executive session and resolution of all legal matters not ordered kept confidential shall be reported to the members upon resolution or decision of same, reflecting only the decision of the Board, but not the votes of the individual Directors.

5) To appoint, in a manner consistent with Article VII, Section 4 and Article VIII, all necessary committees. To execute necessary contracts or agreements, conduct necessary negotiations and do every other act or thing necessary to effectuate the purposes of this Guild in connection with its business and affairs and to incur indebtedness with respect thereto.

6) To make a concise report of its activities at each annual meeting of the Guild and to present said report to the Guild for its vote of approval. Said report may have been published in the Bulletin as the minutes of the Board of Directors.

7) To fix the amount of dues or assessments required from each member for the defraying of the proper expenses of the Guild in connection with the administration and conduct of its business and affairs, said dues to be equitably apportioned among the members.

Section 2 - Limitations

The Board of Directors shall not have the power to interfere with, in any manner, or to regulate the business and operation of the business of its Members, except as expressly authorized by these bylaws, the articles of incorporation and the operating agreement.

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Article VII - Officers

Section 1 - Slate

The officers of the Guild shall be a President, First Vice-President, Second Vice-President, Vice-President of Publications, and Secretary-Treasurer.

Section 2 - Election and Term of Office

Said officers shall be elected by a majority vote (in the instance that three or more candidates vie for an office, a plurality shall determine the winner) of the members of the Guild present and voting at the annual meeting of the members, and shall hold office for two years, unless sooner removed or until their respective successors are elected and qualified. Whenever any vacancy among said officers shall occur, such vacancy shall be filled in accordance with the provisions of Article V, Section 7, as for directors.

Section 3 - Appointive and Subordinate Officers

The Board of Directors may appoint or enter into contracts of employment with an executive secretary, such assistant secretaries and assistant treasurers and such other agents and employees, including counsel, as it may from time to time in its discretion determine, at such compensation as the Board of Directors may prescribe. Such agents shall have such powers as the Board of Directors may lawfully delegate.

Section 4 - President

The President shall preside at all meetings of the members of the Guild and at all meetings of the Board of Directors. He shall, whenever he shall deem it necessary, call special meetings of the Board of Directors. He shall sign, as President, all documents requiring the signature of a chief executive Officer; and shall appoint all committees, except as otherwise provided by these bylaws, and may, in his discretion, act as Chairman thereof. He shall perform and discharge such other duties and shall have such other powers as the Board of Directors may from time to time prescribe.

Section 5 - First Vice-President

The First Vice-President shall perform the duties of the office of the President in the absence of the President or in the case of physical or mental inability of the President to act and shall have such powers and shall perform such other duties as the Board of Directors shall, from time to time, prescribe.

Section 6 - Secretary-Treasurer

The Secretary-Treasurer shall receive all of the moneys of the Guild, giving his receipt thereof, and shall have the custody and control of all the funds, subject to the direction and control of the Board of Directors, and he shall keep a correct and accurate account of all moneys received and disbursed, and of the financial condition of the Guild, and he shall whenever required by the Board of Directors, prepare and submit a statement of financial condition of the Guild. His books shall at all times be open and accessible to inspection and audit by the Board of Directors or any Corporate (full) Members or Associate Members. The Secretary-Treasurer must be fully bonded. At least once, during his two-year term of office, the Secretary-Treasurer must undertake, complete and publish in the Bulletin a full, outside, independent CPA-conducted audit. In alternate years, a review or a compilation or an audit must be done by an outside, independent CPA and published in the Bulletin. A treasurer's report and auditor's report shall be presented each year at the annual business meeting. The Secretary-Treasurer shall keep a correct roll of the members of the Guild with their postal addresses. He shall collect all moneys for dues, assessments, or contributions. He shall take and keep correct and accurate minutes of all meetings of the Association and shall have such other duties as the Board of Directors may from time to time prescribe.

Section 7 - Second Vice-President

The Second Vice-President shall have such duties as the Board of Directors shall from time to time prescribe.

Section 8 - Vice-President of Publications

The Vice-President of Publications shall oversee all editorial, production and publications functions, with respect to such official publications, including but not limited to, a periodical bulletin for distribution to the general membership, as the Board of Directors may, from time to time, deem it proper to cause to be issued on behalf of the Guild.

Section 9 - Removal of Officers

Any complaint against any of the officers alleging neglect or unfaithful performance of his duties shall be made in writing, signed by three (3) members in good standing and addressed to the President (excepting any complaint against the President, in which event any such written complaint should be addressed to the First Vice-President).The complaint shall be presented by the President or by the First Vice-President, as appropriate, to the Board of Directors at its next regular meeting or at any special meeting called for that purpose. The Board of Directors shall determine by a majority vote whether the complaint shall be dismissed or whether it shall be presented for a vote at the next annual meeting of the Guild. Removal from office, if necessary, is allowed under Article VII, Section 2 or Article V, Section 7(c).

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Article VIII - Committees

Section 1 - Standing Committees

The President, with the consent of a majority of the Board of Directors, may appoint standing committees, consisting of such Directors or members and for such terms and with such powers and duties, as it shall in its discretion determine. Said standing committees shall consider such specific matters and perform such specific functions as the Board of Directors may, in its discretion, prescribe.

Section 2 - Special Committees

The President, consistent with Article VII, Section 4, may from time to time appoint Special Committees of two or more Directors or Members for the performance of such duties and with such powers as may be prescribed and lawfully delegated to them.

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Article IX - General Provisions Concerning Members

Section 1 - Member Eligibility

Any person may be admitted to the Guild provided that he shall have paid membership or admission fees, as required by the bylaws, the articles of incorporation and any rules and all regulations adopted by the Board of Directors concerning qualifications of members, and have reached the age of eighteen years. Only individual persons will be considered for membership. No provision is made for corporate, organizational, or business entity memberships.

Section 2 - Membership Certificates

The Guild shall cause to be issued to each member in good standing, a certificate of membership in such form as may be approved by the Board of Directors, but neither said membership, nor certificate thereof, shall be assigned or assignable by said member.

Section 3 - Voting Power

The voting powers of the members shall be equal and each member shall be entitled to one vote. Members may vote for officers, for proposed bylaws changes, and for such other business as may come before the Guild only in person, while attending duly constituted annual business meetings.

Section 4 - Withdrawal

Any member may withdraw or resign from this Guild, in which event his resignation shall be effective as soon as received by the Board or by the Secretary-Treasurer.

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Article X - Expulsion and Suspension

Section 1 - Enforcement

In the event that any member knowingly violates these bylaws or any other provisions thereof, he shall be subject to suspension or expulsion as a member of the Guild.

Section 2 - Suspension and Expulsion

Upon its own motion or upon a complaint in writing, signed by ten members of the Guild in good standing, charging any member with the violation of these bylaws or conduct adversely reflecting upon the Guild, the Board of Directors may, by vote of a majority of the whole Board, order the suspension or the expulsion of such member and terminate his certificate of membership. All disciplinary procedures must be consistent with the provisions of these bylaws, Robert's Rules of Order, and the laws of Illinois and must afford the accused member the rights of due process, including an opportunity to present a defense.

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Article XI - Funds

Section 1 - Funds

All moneys belonging to the Guild shall be deposited in such bank or banks or invested as directed by the Board of Directors.

Section 2 - Liability of Members

The members shall not be liable for the debts of this Guild except to the extent of any unpaid portion of their respective membership dues or assessment fees.

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Article XII - Amendments

These bylaws may be altered or amended at the annual business meetings by a three-fourths majority vote of those members attending and voting at said business meetings. Modifications of and amendments to these bylaws require previous notice to the membership through publication of proposed changes in at least one issue of the Bulletin in the calendar year of and preceding the annual convention and business meeting.

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Article XIII - Parliamentary Authority

The Guild shall adopt Robert's Rules of Order, Newly Revised, 9th Edition, and, when available, subsequent editions of Robert's Rules of Order, as its parliamentary authority.

Article XIV - Dissolution

Upon the dissolution of the Guild, its assets shall be transferred to such charitable organizations as the Board shall designate, which then qualify as tax exempt under section 501(c) (3) of the Internal Revenue Code or corresponding provisions then in effect.

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