BY LAWS OF THE CHEMICAL REFERENCE MATERIAL MANUFACTURERS ASSOCIATION: Revised as of March 1999 Article I. Purposes and Goals The Chemical Reference Material Manufacturers Association is organized as a non-profit corporation for the purpose of acting as a trade association for manufacturers of chemical reference materials. It is formed and maintained in order to promote a free and open market, to promote better communication with the government on issues affecting the industry, to promote the production and marketing of high quality materials, to promote continuous improvement of industry products and standards and to facilitate information exchange among industry, government and end users.  Article II. Offices The registered office of this association shall be 602 Science Park Road, State College, PA. The Directors shall establish the principal place of business of this association. Article III. Definitions When used in these bylaws the following words shall be defined as stated unless the context clearly requires another interpretation. Annual meeting of the members: The meeting required under section 5.3 of these bylaws. Association: the Chemical Reference Material Manufacturers Association Chemical reference material: A material or substance, one or more properties of which are sufficiently well established to be used for the calibration of an apparatus, the assessment of a measurement method, or for assigning values to materials. Controlling interest: An interest that would allow its owner to possess the power to direct, or cause the direction of the management or policies of the entity in question, and/or owns at least 5% of the stock of the other company. Directors: The Board of Directors of this Association. Person: Any individual or corporation. Company, firm, corporation, or other organized group: Any company, firm, corporation, or other group not owned, in whole or in part, by any government, established to manufacture chemical reference materials for profit. Mail and Mailing: Shall include both postal service and any over night express service. Manufacture: The production of reference materials by obtaining materials, transforming them into products useable for analysis, performing necessary physical and chemical characterization and analysis, purifying as necessary, and packaging, and labeling. General membership: Full voting membership granted to any individual, company, firm, corporation, or other organized group not owned, in whole or in part, by any government, established to manufacture chemical reference materials for profit. Associate membership: Non-voting membership granted to any individual, company, firm, corporation, or other organized group not owned, in whole or in part, by any government, and not established to manufacture chemical reference materials for profit. Liaison membership: Non-voting membership granted to any governmental agency or government owned entity and approved by the general membership. Article IV. Membership Qualifications 4.1 General membership in the association shall be open to any person, company, firm, corporation, or other organized group engaged in the manufacture of chemical reference materials for profit subject to the following conditions: 4.1.1 No entity that is managed or controlled, in whole or in part by the same executive management of a general member, or is owned by a general member, shall be eligible for general membership except as hereinafter provided. 4.1.2 The terms "control", "managed", and "owned", as applied between two entities, shall be construed to mean when the one entity regularly and consistently does any of the following: 4.1.2.1 Employs or furnishes executive supervisory personnel to the other; 4.1.2.2 Holds a controlling interest in the other entity; 4.1.2.3 Is owned, in whole or part, by a person (real or corporate) with a controlling interest in the other entity, defined as owning at least 5% of the stock in the other entity; 4.1.3 In the event that two entities are both interested in membership in the association, but one or both would be disqualified from general membership under the provisions of this section 4.1, or in the event that an entity would otherwise be qualified for general membership, but for the prior membership of an entity that would disqualify one or the other under this section 4.1, the two applicants, or the member and applicant, shall be asked by the Directors to determine which of the two shall be allowed general membership. 4.2 Any person, company, firm, corporation, or other organized group, engaged in the manufacture of chemical reference materials for profit who would, but for a restriction in paragraph 4.1, above, be eligible for general membership, is eligible for associate membership. 4.3 Any person, company, firm, corporation, or other organized group not engaged in the manufacture of chemical reference materials for profit, but who is interested in participating in or providing information to the association, is eligible for associate membership. 4.4 Any government agency or government owned entity, who is interested in participating in or providing information to the association, is eligible for liaison membership. 4.5 Membership Application Form. Application for membership in this Association shall be made on a form developed by the Directors and approved by the general members, which shall include an acknowledgment of receipt of a copy of these Bylaws, an agreement to abide by the conditions of these Bylaws and a statement of qualifications for membership as set forth in this Article IV. In the event of a question regarding membership, the Secretary may request an applicant to provide further information. 4.5.1 Membership shall be granted to applicants who have submitted a completed application, paid the appropriate fees, and have met the requirements for the level of membership requested. The Directors shall be informed of the acceptance of a membership application and all association records will be updated to reflect this action. All members will be informed of the acceptance of an applicant at the next earliest opportunity. 4.5.2 In the event of any dispute regarding the acceptance or denial of a membership application, a majority vote by the general membership shall be final.  Article IV. Membership Qualifications 4.6 The intent of these provisions of these Bylaws is to insure to all general members of the Association an equal voice in the administration of the affairs of the Association. Article V. Membership Rights and Obligations 5.1 Each general member shall be entitled to one vote on all matters submitted to a vote of general members, including votes on committees. Associate members shall have no vote, but are entitled to participate in discussions at all committee and membership meetings. Liaison members shall have no vote, but are entitled to participate in discussions at all committee and membership meetings. 5.2 The provisions of any state law requiring a particular venue for meeting of the members are specifically waived. Meetings may be held at any location as provided for in this Article V. 5.3 An annual meeting of the members shall be held during the Pittsburgh Conference on Analytical Chemistry and Applied Spectroscopy at or near the place of that Conference. The Directors shall provide at least one (1) month’s notice of the exact date and time of the meeting and at least ten (10) days notice of the location. 5.4 Special meetings of the members may be called, on at least one (1) month's notice, by two-thirds (2/3) of the Directors. Special meetings of the members may be called, on at least one (1) month's notice by two-thirds (2/3) of the general members. A call for a special meeting shall designate the date, time and place for the meeting and the purposes of the meeting. 5.5 Notice of meetings and all other notices to members required under these Bylaws or under any law or by resolution shall be deemed made if mailed to the member at their addresses on record with the Association or sent by tele-facsimile to its fax number on record with the Association. Whenever practical, notice shall be made by mail. 5.6 Quorum. The general members holding fifty (50%) of the votes which may be cast, shall constitute a quorum at a meeting. A general member is present if one of the member's delegates is present. If a quorum is not present at any meeting, then the meeting must be adjourned. 5.7 Delegates. Every general, associate, or liaison member may be represented by one or more persons who are regular employees or agents of that member. The member shall designate its delegates in writing, addressed to the Secretary, who shall maintain a list of the delegates, but shall be permitted to change that designation at any time. There shall be no limit to the number of delegates a member may have attend any meeting. 5.7.1 The Directors shall not fix any record date for determination of general members entitled to vote at any membership meeting, but the Treasurer shall provide notice of any arrearage in dues to members no later than two weeks after the final notice of any annual or special membership meeting. Any member or delegate whose credentials are questioned may appeal any decision of the chair to the general membership. 5.7.2 All delegates shall be entitled to be heard, subject to the rules of order and Section 5.7.3, but a general member shall have only one vote. 5.7.3 In order that all members opinions have adequate time to be heard, a time limitation may be established by the chair for each member to speak. Equal time allocations will be established for each member in attendance. During a members time allocation, any delegate from that member may be recognized by the meeting chair. Time allocations of a member may be forfeited to the chair or conceded to another member. 5.8 Any member, through its delegate or agent, shall have the right to inspect the records of the association. The application shall be made by demand directed to the association's principal place of business. 5.9 Those organizations who are members of CRMMA in good standing, may put that fact (also the CRMMA logo) in their publications, advertisements and other non-product quality-related documents. This should constitute the total extent of usage. If there is an ambiguity or a doubt on proper usage, then either the Board of Directors of CRMMA or its Subcommittee for Communications should be consulted for approval. In the event of any dispute regarding the use of CRMMA or it’s logo by a member organization, a majority vote by the CRMMA Board of Directors shall be final. Organizations who claim or infer that membership in CRMMA is proof of product quality or accreditation in any form, will face immediate sanction or expulsion. Article VI. Dues, Suspension, Expulsion 6.1 An initiation fee may be assessed from each new applicant. This initiation fee will be established and approved by the general members. 6.2 The Board of Directors shall submit a detailed budget and proposed dues assessment to the members of record prior to the start of the fiscal year. General members shall vote to adopt, adopt with revisions, or reject the proposed budget. The budget may contain a contingency fund to be used for unexpected expenses, but may not exceed 10% of the budget total. The dues paid by each general member shall be the same. The general members may determine that the dues for associate and liaison members shall differ from that of general members. 6.3 Any change to the adopted budget or dues assessment must be approved by two-thirds (2/3) vote of the general membership. 6.4 Dues shall be paid to the Treasurer within one (1) month of joining the Association and shall not be pro-rated for new membership during the year. 6.5 Whenever a member's dues are in arrears by one month, the Treasurer shall send the member notice and a request for payment. In the event that the member has not paid its dues within two (2) months, the Treasurer shall notify the member that its membership is suspended until the dues have been paid. A copy of that notice shall be provided to the other Officers and Directors and Chairpersons of all Committees. A suspended member shall not be permitted to vote nor participate in any membership or committee meeting. Upon payment of all back dues, the Treasurer shall immediately certify the fact to the other Officers and Directors and Chairpersons of all Committees and the member shall be reinstated forthwith. 6.6 Resignation. Any member may resign by filing a written resignation with the secretary, but resignation shall not relieve the member of the obligation to pay any dues, or other assessments or charges previously accrued and unpaid. Resignation will not entitle the member to any refund of dues, assessments, or charges previously paid. 6.7 Expulsion. 6.7.1 Violation of the association bylaws by any member may be cause for expulsion. 6.7.2 The Directors shall, upon receiving such charges, investigate the claim that a member has violated the bylaws. 6.7.3 The member accused shall have the right to submit any information to the Directors in their defense. All information collected by the Directors will be presented to the general members for review. 6.7.4 After review, a vote by general members will be taken. Expulsion of a member requires approval by three/fourths (3/4) majority vote of all general members. Expulsion will be for a period of two (2) years. 6.7.5 General members may request and approve, by two/thirds (2/3) vote, legal counsel review of expulsion proceedings at any stage in this process and approve funding limitations for counsel. Article VII. Officers 7.1 The Association shall have a President, Vice President, Secretary and Treasurer, all of whom shall be elected by the members as hereinafter provided. The terms and duties of office shall be as follows. 7.1.1 The President and Secretary shall hold office for a period of two (2) years, unless removed as hereinafter provided. The terms of these officers shall begin at the annual meeting of the members held in conjunction with the Pittsburgh Conference on Analytical Chemistry and Applied Spectroscopy, in even numbered years. The terms of these officers shall end immediately upon installation of their successors. An officer elected to fill a vacancy shall fill the remaining, unexpired term of the officer who he or she replaces. See special provision in section 9.9 for first operational year. 7.1.2 The Vice President and Treasurer shall hold office for a period of two (2) years, unless removed as hereinafter provided. The terms of these officers shall begin at the annual meeting of the members held in conjunction with the Pittsburgh Conference on Analytical Chemistry and Applied Spectroscopy, in odd numbered years. The terms of these officers shall end immediately upon installation of their successors. An officer elected to fill a vacancy shall fill the remaining, unexpired term of the officer who he or she replaces. 7.1.3 The President shall be the principal executive officer of the association. He or she shall preside at all meetings of the members and the Board of Directors, and shall perform such other duties as the Board of Directors may prescribe. 7.1.4 The Vice President shall act as President on any occasion when the President is unavailable, shall perform the office of any other officer who is not available, and shall perform such other duties as the Board of Directors may prescribe. 7.1.5 The Secretary shall keep the minutes of the meetings of the members and the Board of Directors, be custodian of the corporate records and seal, maintain a register of the address of all members and their delegates, and be responsible for giving all notices as required by these bylaws or by law. The Secretary shall distribute the minutes of each meeting to all members within four (4) weeks after the meeting was held. The Secretary shall also be responsible for the filing of all non-financial reports required by law. 7.1.6 The Treasurer shall be responsible for all funds and securities of the association. He or she shall deposit all funds in the name of the corporation in one or more banks or other depositories selected by the Directors. The Treasurer shall acquire the services of an independent Certified Public Accountant annually to review the financial records of the association. The Treasurer shall prepare and present to the membership an annual report of the finances of the association. The Treasurer shall be responsible for the preparation and filing of any tax returns. 7.2 Removal. Any officer may be removed from office by a two-thirds (2/3) vote of the general membership. 7.3 Vacancy. Any vacancy in any office, because of death, resignation, removal, or otherwise, will be filled for the unexpired portion of the term. The Board of Directors will review the most recent election ballots and fill the vacancy with the candidate who received the most votes and did not obtain office. 7.4 Officers shall not receive compensation for their services, but the Board of Directors may request reimbursement for reasonable, documented expenses incurred exclusively on behalf of the association, subject to budget limitations and Board of Directors approval. Article VIII. Directors 8.1 The affairs of the Association shall be managed by its Board of Directors. Directors need not be residents of any particular state. Directors shall be elected from among delegates of general members and no more than one Director shall be a delegate of the same general member. 8.2 The number of Directors shall be seven (7), including the four (4) elected officers and three (3) members at large. Each director shall hold office for two (2) years. The terms of the Directors shall begin at the annual meeting of the members held in conjunction with the Pittsburgh Conference on Analytical Chemistry and Applied Spectroscopy. The terms of the Directors shall end immediately upon installation of their successor. 8.3 Regular meetings. A regular meeting of the Board of Directors shall be held, without other notice than this bylaw, immediately after, and at the same place, as the annual meeting of the members. 8.4 Special meetings. Special meetings of the Board of Directors may be called at the request of the President or any three directors. The persons authorized to call special meetings of the board may fix any place, either within or outside the state of Pennsylvania, as the place to hold any special meeting of the Board of Directors called by them. 8.5 Notice of any special meeting of the Board of Directors shall be given by at least fourteen (14) days notice in the same manner as notice to members is given in section 5.5 of these bylaws. Any director may waive notice of a meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the express purpose of objecting to the meeting because the meeting is not lawfully called or convened. The purpose of any special meeting shall be specified in the notice or waiver of notice, but the directors shall not be restricted to business stated as the purpose in the notice, unless specifically required by law or these bylaws. 8.6 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business. In the event of less than a quorum being available due to resignation, death or other permanent vacancy, the remaining directors, even if they would not otherwise be able to conduct business, may fill the vacancies on the Board of Directors as hereinafter provided. 8.7 The act of a majority of the directors present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws. 8.8 Vacancy. Any vacancy in any office, because of death, resignation, removal, or otherwise, will be filled for the unexpired portion of the term. The Board of Directors will review the most recent election ballots and fill the vacancy with the candidate who received the most votes and did not obtain office. 8.9 Directors may attend any meeting of the Board of Directors by means of tele-conference and an entire meeting of the board may be held by electronic communications which allow the members to interactively communicate with each other. 8.10 Directors shall not receive compensation for their services, but the Board of Directors may request reimbursement for reasonable, documented expenses incurred exclusively on behalf of the association, subject to budget limitations and Board of Directors approval. 8.11 Legal Counsel. The Directors shall retain the services of an attorney to act as general counsel to the association. The general counsel shall not have had any past or present business relationship with any general, associate, or liaison member. As soon as legal counsel has been retained or changed, all members will be notified by the secretary. 8.11.1 Legal counsel shall review all amendments and changes to the Association bylaws after approval by the general members, but prior to implementation. When legal counsel recommends revisions to these documents, general members shall again review and approve legal counsel’s revisions prior to implementation. 8.11.2 Legal counsel shall review all position papers and agreements drafted by any committee after review and approval by the general membership, but prior to implementation. When legal counsel recommends revisions to these documents, general members shall again review and approve legal counsel’s revisions prior to implementation. 8.11.3 Legal counsel may be requested to be present at any annual meeting, committee meeting, or meeting of the Directors with approval by the Board of Directors, or by two-thirds (2/3) vote of the general members. 8.11.4 Should legal counsel choose to enter into a business relationship with any general, associate, or liaison member, counsel shall immediately submit his/her resignation to the Board of Directors. Legal counsel must provide a minimum of three (3) months notice of intent to enter into such an agreement to allow the Board of Directors to find a suitable replacement. 8.12 Accountant. The Directors shall retain the services of a certified public accountant to review the records of the Association on a yearly basis, or at such more frequent times as the Directors, on the accountant's advice, shall deem prudent, and report to the Directors and Membership on the financial status of the association. The accountant shall also, under the direction of the Treasurer, prepare all necessary tax returns and reports. As soon as an accountant has been retained or changed, all members will be notified by the secretary. 8.12.1 The accountant shall not have had any past or present business relationship with any general, associate, or liaison member. 8.12.2 Should the accountant choose to enter into a business relationship with any general, associate, or liaison member, the accountant shall immediately submit his/her resignation to the Board of Directors. The accountant must provide a minimum of three (3) months notice of intent to enter into such an agreement to allow the Board of Directors to find a suitable replacement. 8.13 The Board of Directors shall present to all members an annual report, verified by the president and treasurer, showing in appropriate detail, the assets, liabilities, principal changes in assets and liabilities in the preceding year, revenue or receipts, expenses or disbursements, and number of general, associate, and liaison members together with a list of all current general, associate, and liaison members and the addresses and the names and addresses of their delegates. Article IX. Elections/Balloting 9.1 The following procedures will be used for elections and balloting on all issues requiring a vote by the general members. Elections/balloting may be accomplished by mail or in person at any meeting. 9.2 At the regular general meeting, the President shall appoint a three-person nominating committee from members not represented on the Board of Directors. The nominating committee will present a slate of nominees no later than September 1st of that year for each of the open positions on the Board of Directors. At least one, but any number of nominees should be presented. All nominees must state their willingness to run for the particular office. 9.2.1 Elections will be held during the month of December, with newly elected Officers and Board members to be installed at the annual meeting following the election. 9.3 The Secretary shall prepare the ballots listing each candidate's name and membership affiliation, and include a provision for a write-in candidate for each open position. He shall mail one ballot to each general member at least four (4) weeks in advance of the due date. 9.4 The original, signed ballot shall be returned to the Secretary by mail, so as to be received by the Secretary, at the address designated on the ballot, prior to the cut off date. The Secretary shall mark the date of receipt on the ballot. The Secretary shall provide notice, in the ballot, of the date and time after which ballots shall not be counted. Ballots received later than the indicated date and time shall not be counted. 9.5 The Secretary shall, within three days after the cut off date for receipt of ballots, open and count the ballots and provide written notice to all members of the result. The Secretary shall also keep the originals of all ballots for examination by the general members at the annual membership meeting. In the event of a tie vote, the candidates receiving a tie number of votes shall draw lots to break the tie. 9.5.1 For elections with terms beginning in even numbered years, the President, Secretary and two (2) members at large should be elected. 9.5.2 For elections with terms beginning in odd numbered years, the Vice President, Treasurer and one member at large will be elected. 9.6 At the annual meeting of the members, any general member may examine the ballots and challenge any ballot. In the case of a challenge, the presiding officer at the meeting may make an appointment of three delegates from three different general members to act as judge of elections, review the ballots, and make a recommendation to the general members on how to proceed. All questioned ballots shall be subject to a vote by the general members to be conducted before the end of the annual membership meeting. Delegates who are candidates or are delegates from the same general member as a candidate, shall not act as judges of elections. 9.7 Failure of the Secretary to meet the precise date for mailing either the call for nominations or the ballots shall not be, in itself, grounds for invalidating the election. The Secretary shall have no discretion with respect to receiving nominations or ballots which are late. 9.8 The notices required in section 5.3 of these bylaws may be combined with the call for nominations and announcement of election results, at the Secretary's discretion. 9.9 Special provisions. The nomination and election of officers and board members during the first operational year of the Association may not meet the timetable as specified in section 7.1 and/or 7.1.1. In addition, the terms of office for the elected officers and board members will be modified from those specified in sections VII and VIII during the first two (2) years to establish proper term sequencing. All Director positions and all Officers will be elected at one (1) time during the first operational year. Therefore, in the first operational year the four (4) directors including President and Secretary that are to take office on even numbered years will be up for re-election again in l996 (even numbered year) thus, bringing the bylaw election process into conformity. 9.l0 All votes taken, not otherwise specified herein, shall be considered approved by simple majority of voting members present. 9.11 All votes of the Association may be taken in person, by mail or in an electronic format. Article X. Committees 10.1 The Board of Directors, may establish by vote, subject to approval by a majority of voting members, committees for the purpose of studying or making recommendations on any particular problem and reporting back to the Board. 10.2 Appropriate committees shall be formed to consider technical issues and the methods of furthering the purposes and goals of this association. 10.3 Membership on each committee shall be open to all general, associate, and liaison members interested in the deliberations or decisions of that committee. The committee members shall elect a chairperson and one or two vice-chairperson(s), none of whom shall be delegates from the same member company, from within its members. The election shall proceed in such a manner that each member company shall have only one (1) vote. Votes on action to be taken should proceed similarly. The committees shall select a secretary who shall keep a record of the discussions and resolutions of the committee. 10.4 Committees may be authorized to meet directly with representatives of government agencies seeking to regulate or standardize chemical reference materials and with representatives of other associations with similar or coinciding interests. In meeting with such outside parties, the committee shall keep the Board of Directors and the members advised of the status of draft documents and shall indicate to such outside parties that final approval by the Association of any standard, agreement, guide, protocol, practice, or other procedure, must be made by vote of the general members. 10.5 Any committee reports will be provided to the Board of Directors and distributed to all members by the committee. Article XI. Conduct of Meetings 11.1 All membership meetings, meetings of the Board of Directors, and Committee Meetings shall be governed by Robert's Rules of Order. Article XII. Limitations on Liability, Indemnification 12.1 No director of this association shall be personally liable, as a director, for monetary damages, for any action taken, unless the director has failed to perform the duties of his office and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. 12.2 No officer who performs his duties in good faith, as provided in these bylaws, and in a manner he or she reasonably believes to be in the best interest of the association, and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary prudence would use under similar circumstances, shall be liable by reason of having been an officer, or acted as an officer, for this association. 12.3 The association, by resolution of the Directors, shall indemnify each of its directors, officers and employees, and their estates, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation which the individual may have been a party because he or she is or was a director, officer, or employee of the association. Provided, however, that the individual shall have no right to reimbursement in relation to matters as to which he or she has been adjudged liable to the association for misconduct or dereliction of duty as director, officer or employee by reason of willful misconduct, bad faith, gross negligence, or reckless disregard to the duties of office or employment. The right of indemnification shall also apply to any suits and actions compromised or settled. The intention of these bylaws is to provide mandatory indemnification by the association to its officers, directors and employees except in such cases as clearly and explicitly prohibited by law. 12.3.1 Monetary limitations may be established by a three-fourths (3/4) majority vote of the general members. 12.4 Nothing herein shall prevent the Directors from purchasing liability insurance for officers and directors of the association. Article XIII. Amendments to Bylaws 13.1 No amendment or repeal of any section of these bylaws shall be made which reduces the number votes or percentage of votes of the members necessary for approval of an action unless that number or percentage shall have voted in favor of said amendment. 13.2 These bylaws, before initial adoption, may be amended by a Committee that has asked for membership suggestions. To be adopted, these amended bylaws must be voted upon and accepted by a vote of at least 60% of the members present. Subsequently, the bylaws may be amended by vote of sixty (60%) of the members present at any meeting at which there is a quorum of the members. Article XIV. Amendments to Articles of Incorporation 14.1 Amendments to the Articles of Incorporation shall be proposed by resolution of the Board of Directors or Petition of at least ten (10%) of the general members, directed to the Board of Directors, and filed with the Secretary of the Association. The resolution or petition shall contain the language of the proposed amendment. 14.2 Upon resolution of the Directors, or receipt of a petition, the Directors shall give notice of the proposed change to all members and shall indicate the proposal shall be submitted to a vote of the general members at the next meeting of the membership. No amendment to the Articles of Incorporation shall be enacted unless approved by a vote in which more than one-half of the general members of this Association shall vote in favor of the amendment. 14.3 A plan for merger of the association, division of the association, or voluntary dissolution of the association shall be proposed in like manner, as set forth in section 14.1 and in accordance with the laws of the Commonwealth of Pennsylvania. Amendment I – Usage of Association Name (CRMMA) and Logo Those organizations who are members of CRMMA in good standing, may put that fact (also CRMMA logo) in their publications, advertisements and other non-product quality related documents. This should constitute the total extent of usage. If there is an ambiguity or a doubt on proper usage then either the Board of Directors of CRMMA or its Subcommittee for Communications should be consulted for approval. Organizations who claim or infer that membership in CRMMA is proof of product quality or accreditation in any form, will face immediate sanction or expulsion. Amendment II – Adoption of Official Position Papers An official CRMMA position paper may be drafted by the CRMMA board or by a CRMMA committee and submitted to the membership, by the secretary, for a 30-day comment period. replies back to the secretary will be referred back to the authorizing body for redraft. The secretary will then submit the final position paper to all members for a 30-day voting period and the proposal will become an official CRMMA position upon a positive vote by two-thirds of the members participating in the vote. Amendment III – Censor, Censor with a Fine or Expulsion Further to Article VI - 6.7 additional causes for censor or expulsion from CRMMA are: 1) Unethical business practice; 2) Advertently or inadvertently disclosing confidential information that permits to CRMMA business; 3) Behaving in an unlawful way that might impact other CRMMA members. After a complete review of the situation, the Board of Directors may ask for either censor, censor with a fine or expulsion of the charged member from CRMMA depending on the severity of the offense. The Procedure to be followed for expulsion is referenced in Article VI of the Bylaw wherein Expulsion requires a 3/4 majority vote of the General Membership. Further to this Article, censor or censor with a fine will only require a simple majority vote of the General Membership (more than 50%). If expulsion is requested by the Board of Directors and a 3/4 majority of the General Membership is not achieved, the Board may request an re-vote for simple Censor or censor with a fine in which case a simple majority of more than 50% of the General Membership vote will be necessary. Amendment IV - Replacement for Article VII point 7.3 & 8.8- vacancy. 7.3 – 8.8 Vacancy and Officer Succession: Any vacancy in any office, because of death, resignation, removal, or otherwise, will be filled automatically for the unexpired portion of the term by the person below him or her in the following sequential succession: President, Vice President, Secretary, Treasurer, Director I, Director II and Director III. The Board will have the power to appoint Director III vacancies. If the succeeding officer declines the new position then the Board of Directors will appoint an appropriate successor from the remaining members of the board.