Bylaws

ARTICLE I – PURPOSES

The purposes of the Corporation as stated in its certificate of incorporation are: To promote sound public policy with respect to the sale, leasing, rental, and servicing of beverage dispensing equipment; to elevate the standards and business practices of the beverage dispensing industry; to collect and disseminate information concerning present and proposed state and local legislation and regulation pertaining to all phases of the sale, leasing, rental and servicing of such equipment and for the dispensing of beverage products; to educate the members of the association on all matters that are of interest to them in the operation of their business activities and to cooperate with other organizations in furthering the interests of its members. The Corporation also has such powers as are now or may hereafter be granted by the District of Columbia Non-Profit Corporation Act.

ARTICLE II – OFFICES

The Corporation shall have and continuously maintain in the District of Columbia a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the District of Columbia as the Board of Directors may from time to time determine.

ARTICLE III – MEMBERS

Section 1. Qualification of Regular Members and Associate Members

Regular Members. Any individual, partnership, sole proprietorship, or corporation which has been sponsored by a regular member in good standing, and who is fundamentally engaged in the sale, or lease/rental, or servicing of beverage dispensing equipment shall be eligible for Regular membership. Servicing of beverage dispensing equipment shall be a prerequisite for qualification as a Regular member.

Associate Members. Any individual, partnership, association, or corporation who is principally engaged in the manufacturing or the sale of beverage dispensing equipment, supplies, products, or ingredients and sell to the Regular members of this Association and those entities which provide ancillary professional support services to the Regular members of this Association.

Section 2. Enrollment of Regular Members and Associate Members

Any individual, partnership, sole proprietorship, association, or corporation qualified to be a member of the Corporation and approved by the Executive Vice President shall be enrolled upon the submission of a membership application and payment of dues.

Section 3. Voting Rights

Each Regular member shall be entitled to one vote on each matter submitted to a vote of the members. No Associate member shall be entitled to vote. No proxy votes are authorized under these bylaws.

Section 4. Termination of Membership

The Board of Directors by an affirmative vote of two-thirds (2/3) of all the directors present may suspend or expel a Regular member or Associate member for cause after an appropriate hearing. A majority vote of the Board of Directors present at any regular or special meeting may terminate the membership of any Regular or Associate member who becomes ineligible for membership or shall be in default in the payment of dues.

Section 5. Resignation

Any Regular member or Associate member may resign by filing a written notice of resignation with the Secretary, to become effective following a thirty-day notification period. Such resignation shall not relieve the Regular member or Associate member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid as of the effective date of resignation.

Section 6. Reinstatement

Upon written request signed by a former Regular member or Associate member and filed with the Secretary, the Board of Directors may by the affirmative vote of a majority of all of the directors reinstate such former member upon such terms as the Board of Directors may deem appropriate.

Section 7. Transfer of Membership

Regular membership or Associate membership in this Corporation is not transferable or assignable.

ARTICLE IV- MEETINGS OF MEMBERS

Section 1. Annual Meeting

An annual meeting of the members shall be held each year for the purpose of electing directors and transacting such other business as may come before the meeting. The date of the annual meeting shall be set by the Board of Directors.

Section 2. Special Meetings

Special meetings of the membership may be called either by the President, or not less than one-tenth (1/10) of the Regular members.

Section 3. Place of Meetings of Members

The Board of Directors may designate any place, either within or without the District of Columbia, as the place of meeting for any annual or special meeting called in the manner provided by these bylaws.

Section 4. Notice of Meeting

Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail, or telegraphically, to each member entitled to vote at such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5. Informal Action by Members

Any action required to be taken at a meeting of members of the Corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of those responding members entitled to vote with respect to the subject matter thereon required.

Section 6. Quorum

The presence of a majority of the Regular membership in good standing at any annual meeting or special meeting of the members shall constitute a quorum at such meeting.

ARTICLE V – BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the Corporation shall be managed by the Board of Directors, which may delegate its authority and powers as outlined in the bylaws.

Section 2. Number, Tenure and Qualifications

The Board of Directors shall consist of not less than three (3), and not more than fifteen (15) persons, who are employees, or officers, or partners of member companies. The Board shall not consist of more than one-third (1/3) Associate members.

Section 3. Election and Term of Office

Directors of the Corporation shall be elected by a majority vote of all members of the Corporation present and voting at each annual meeting of the members. At the first annual meeting of members of the Corporation, one-third (1/3) of the Board of Directors shall be nominated and elected for a period of one year; one-third (1/3) for a period of two years; and one-third (1/3) for a period of three years. At all subsequent annual meetings of members, one-third (1/3) of the Board of Directors shall be nominated and elected for a period of three years. Directors who have served one three-year term may succeed themselves one time. Directors who have served two consecutive three-year terms may not succeed themselves, except when a Director whose term would otherwise expire under the provision of this section is already serving as President or Senior Vice President. Directors who have served two consecutive three- year terms may be re-elected to the Board, according to the provisions of this section, after a one-year interim. Directors who are elected to fill vacancies on the Board, the terms for which have not expired, shall be eligible for re-election to the Board of Directors according to the provisions of this section.

Section 4. Regular Meetings

Regular meetings of the Board of Directors shall be held without notice other than this Bylaw, (a) prior to the first general assembly of the annual meeting of members, and (b) after the last general assembly of the annual meeting of members. An additional regular meeting of the Board of Directors shall be held not later than six months after the close of the annual meeting of members, at such time and place, either within or without the District of Columbia, as the Board may provide by resolution.

Section 5. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person authorized to call special meetings of the Board may fix any place, either within or without the District of Columbia, as the place for holding any special meeting of the Board.

Section 6. Notice

Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. A Director’s attendance at any meeting shall constitute waiver of notice of such meeting.

Section 7. Quorum

A majority, but not less than three (3) of the elected members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 8. Manner of Acting

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws.

Section 9. Vacancies

Any vacancy occurring in the Board of Directors or any directorship to be filled by rea- son of an increase in the number of directors, shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 10. Compensation

Directors as such shall not receive any compensation for their services; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE VI – OFFICERS AND EXECUTIVE STAFF

Section 1. Officers

The officers of the Corporation shall be a President, a Senior Vice President-President Elect, Vice President- Senior Vice President Elect, an Executive Vice President-Executive Director, a Chairman of the Board, and such other Vice Presidents as the Board of Directors may from time to time determine, as well as a Treasurer, Secretary and other officers including Assistant Vice President, Treasurers or Secretaries as may be elected by the Board of Directors from time to time. Such officers shall have the authority and perform the duties herein set out or if not inconsistent therewith, as prescribed from time to time by the Board of Directors, and, if required by the Board of Directors, shall give bond for the faithful discharge of their duties. Any two or more offices may be held by the same person, except the offices of President, Secretary, and Executive Vice President. With the exception of the President, the officers need not be members of the Board of Directors.

Section 2. Election and Term of Office

The officers of the Corporation shall be elected by the directors from among the Regular members at the annual meeting of the members. The officers who are elected at an annual meeting of the members shall be eligible to succeed themselves, for not more than one additional term. The term of each officer elected shall commence with such election and each officer shall hold office until the next annual meeting of members and until his or her successor shall have been elected and shall have been qualified. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

Section 3. Removal

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President

The President shall be the principal elected officer of the Corporation, representing the entire membership and the best interests of the Corporation. He shall in general supervise the business and affairs of the Corporation. He shall preside at all meeting of the members and the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Corporation, and in general shall perform all duties incident to the office and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be a member ex-officio of all committees.

Section 6. Senior Vice President

In the absence of the President, or in the event of his inability or refusal to act, the Senior Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President or by the Board of Directors. The Senior Vice President will act as Chairman of the Finance Committee and will direct the planning and preparation of the programs and budget for the next fiscal year. He shall be President-elect.

Section 7. Chairman of the Board

The Chairman of the Board shall be the Immediate Past President. In the event that the Immediate Past President is not a member of the Board of Directors, he shall be a member ex-officio of the Board; in which case he shall be entitled to vote only when there is an equal division of votes among the other members of the Board.

Section 8. Treasurer

If required by the Board of Directors, the Treasurer shall give a bond at the Corporation’s expense for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation and for receiving and for giving receipts for monies due and payable to the Corporation from any source whatsoever, and for depositing all monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IX of these bylaws; and in general perform all the duties incident to the office and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 9. Secretary

The Secretary shall have responsibility for keeping the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 10. Executive Director

The Executive Director shall be the chief staff executive of the Corporation; shall be a non-voting member of the Board of Directors of the Corporation; and shall be responsible to the Board of Directors through the President for seeing that the programs and policies of the Corporation are fully implemented.

ARTICLE VII – PAST PRESIDENTS ADVISORY COUNCIL

The Immediate Past President and all former Presidents of the Corporation shall comprise the membership of the Past Presidents Advisory Council.

ARTICLE VIII – COMMITTEES

Section 1. Committees of Directors

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.

Section 2. Nominating Committee

At the annual meeting of the Corporation, the President will appoint a Nominating Committee of not more than five (5) members, of whom not more than two (2) shall be other members of the Board of Directors, whose duty it shall be to nominate candidates for directors to be elected at the next annual meeting. The Immediate Past President shall serve as Chairman of the Nominating Committee. Notice of the identities of members appointed to the Nominating Committee shall be furnished to all members of the Corporation by the Secretary.

Section 3. Other Committees

Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be representatives of members of the Corporation, and the President of the Corporation shall appoint the Chairman. The committee chairman shall in turn appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 4. Term of Office

Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation or until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 5. Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules

Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

ARTICLE IX – CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or contained to specific interests.

Section 2. Checks, Drafts, Etc.

All, checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an assistant Treasurer or by the President or a Vice President or the Chairman of the Board of the Corporation.

Section 3. Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trusts companies or other depositories as the Board of Directors may select.

Section 4. Gifts

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the Corporation.

ARTICLE X – BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE XI – FISCAL YEAR

The fiscal year shall be the calendar year.

ARTICLE XII – DUES

Section 1. Annual Dues

The dues of the Regular members and Associate members shall be determined by resolution of the Board of Directors.

Section 2. Payment of Dues

Dues shall be payable on or before the thirtieth (30th) day of each fiscal year of the Corporation for such fiscal year unless otherwise determined by the Board of Directors. Dues of a new member shall be payable upon election.

ARTICLE XIII – SEAL

The Board of Directors shall have the authority and responsibility to designate an appropriate corporate seal for the Corporation, which shall have inscribed thereon the name of the Corporation and the words “Corporate Seal.”

ARTICLE XIV – WAIVER OF NOTICE

Except as otherwise provided herein, whenever any notice whatsoever is required to be given under the provisions of the District of Columbia Non-Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of notice.

ARTICLE XV – AMENDMENTS TO BYLAWS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by two-thirds (2/3) of the directors present at any regular meeting or at any special meeting, provided that at least thirty (30) days written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.