As amended January 7, 2015

ARTICLE I

NAME

SECTION 1. The name of this Association shall be ILLINOIS EQUIPMENT DISTRIBUTORS.

ARTICLE II

PRINCIPAL PLACE OF BUSINESS

SECTION 1. The principal office of this association shall be located in the metropolitan Chicago area, State of Illinois.

ARTICLE III

BUSINESS AND PURPOSES

SECTION 1. The business and purposes of this Association shall be to safeguard, promote, foster and advance the interests of its members as Distributors of Construction Machinery and its kindred products; to increase the use of these products; to encourage fair business methods; to protect the industry against unfair and unjust burdens and exactions; to collect and disseminate pertinent data relative to the industry; and generally, do such things authorized in its Certificate of Incorporation as may be necessary to the foregoing results

SECTION 2. The corporation shall be non stock, and no dividends or pecuniary profits shall be declared to the members thereof.

ARTICLE IV

MEMBERSHIP AND VOTING

SECTION 1. Membership in this Association shall consist of individuals or firms engaged in the sale or rental of new or used machinery for construction purposes or industrial purposes in the State of Illinois and/or North Western Indiana. In order to qualify, an applicant shall have been in business in this territory for at least one year and shall be required to represent one or more major manufacturers in an assigned territory, except where these requirements are specifically waived by the executive officers and the Board of Directors.

SECTION 2. Application for membership shall be in writing. Such application shall be submitted to the membership committee for investigation and their report submitted to the membership through the Secretary prior to the next meeting. If the applicant meets all qualifications as outlined in Article IV, the applicant shall be admitted. However, membership shall not be final until said applicant has signed the By-Laws, returned them to the Executive Secretary and paid dues, according to invoice.

SECTION 3. Each member firm shall have but one vote in the transaction of business of this Association.

SECTION 4. Associate memberships are extended to companies serving and supporting equipment distributors, accepted by the board and the membership and deemed to add value to our association through their membership. This membership is non-voting.

ARTICLE V

OFFICERS AND DUTIES OF OFFICERS AND COMMITTEES

SECTION 1. The officers of this Association shall consist of a President, Vice-President, Treasurer, Executive Secretary and two Directors, elected from the regular membership. (There shall also be one Director-at-Large to serve one-year, non-voting term, elected by the regular membership from the ranks of Associate Members.)

SECTION 2. It shall be the duty of the President to preside over all meetings of the Association and generally, to exercise the function of the presiding officer. In the absence of the President, the Vice-President shall perform the duties of the President. The Executive Secretary shall keep a record of each meeting of the Association, shall attend to all correspondence, looking to the welfare of the Association and its members. The Treasurer shall collect all dues of the Association and shall perform such other duties as the office may require. All Association correspondence shall be strictly confidential.

SECTION 3. The election of officers shall be held at the annual meeting, and such officers shall be elected for a term of one year from the date of such meeting, and shall serve until their successors are elected and qualified.

SECTION 4. A nominating committee appointed by the chair shall certify not more than two names for each office, except that nomination from the floor by three or more members is acceptable. The election shall be held by secret ballot.

SECTION 5. The call for the annual meeting shall include the notice of election of officers.

ARTICLE VI

MEETINGS

SECTION 1. An annual meeting of the Association shall be held every year during the month of October, at which meeting reports of all officers and standing committees shall be read, the election of officers for the ensuing year be held, and such other business as may regularly come before it, be transacted.

SECTION 2. There shall be four regular meetings and two social meetings in each year in such place and such time as designated by the chair. There shall be two types of regular meetings; three business meetings and an annual meeting to be held during the month of October. The social meetings shall consist of a golf outing in June and a Christmas Party in December.

Meetings are restricted to active regular and associate members and their guests. Also, that guest be defined as active members' employees and suppliers (either equipment or financial) and under no circumstances will customers of members, (contractors, producers, builders, etc.) be permitted to attend unless they are on the agenda. It shall be the duty of the Secretary to designate in the regular call for meeting, which type of meeting is to be held.

SECTION 3. Such other meetings as may be necessary for the proper functioning of the Association shall be held from time to time at the call of the chair and a notice of all meetings shall be mailed to the given address of each member by the Secretary.

SECTION 4. Any member entitled to vote may be represented at any meeting by properly authorized written proxy, such to be a member of the voting firm or directly associated with the member he represents. Any member firm that fails to be directly represented at a minimum of two regularly scheduled business sessions or open meetings in any one calendar year, shall be considered automatically suspended from membership. Any such member so suspended may make written application for reinstatement by letter addressed to the Secretary of the Association, which application shall be treated in the same manner as an application for new membership.

SECTION 5. The order of business at meetings shall be:

1. Report on Roll Call.
2. Reading and approving of minutes.
3. Treasurer's report.
4. Communications.
5. Applications for membership.
6. Report on membership applications.
7. Election of officers.
8. Reports of special committees and reports thereon.
9. Unfinished business.
10. New business.
11. Good and welfare of the Association and members.
12. Adjournment.

SECTION 6. Robert's Rules of Order shall apply when not covered by these by-laws, except that 20% of the membership must be present to constitute a quorum.

ARTICLE VII

FINANCES

SECTION 1. The membership dues in the Association shall be four hundred dollars ($400.00) per year beginning each January 1 and payable in advance through the Treasurer, who will give his receipt therefore, except that upon vote of membership, a special assessment, not to exceed one hundred fifty dollars ($150.00) per year, may be voted.

SECTION 2. Any member being three months in arrears in the payment of dues shall be considered automatically suspended and shall be denied voice and vote in the Association, but upon payment of such arrears, will immediately be reinstated to full membership.

SECTION 3. When the Treasurer leaves office, his books shall be presented to a committee of two appointed by the President for audit before said books shall be accepted by the incoming Treasurer..

ARTICLE VIII

BOARD OF DIRECTORS

SECTION 1. There shall be a Board of Directors of not more than seven (7) members, to be elected at the annual meeting of the Association. Said directors shall hold office for one year, and thereafter until others are chosen and qualified.

SECTION 2. The Board of Directors shall constitute the governing body of the Association. It shall be vested with full power and authority to put into effect the laws, resolutions and decisions of the Association; to fill all offices for the unexpired terms thereof, to exercise general supervision over the receipts and expenditures of the Association; to appoint employees and other agents of the Association and to define their duties and define the duties of its officers, other than as defined herein; to fix the compensation of employees of the Association; and to do all other things which it may deem to be in the best interest of the Association.

SECTION 3. The Board of Directors shall hold its meetings whenever called by the President.

SECTION 4. The Board of Directors may, in their discretion, submit to the members of the Association, by letter-ballot, any question relating to the affairs of the Association. Not less than ten (10) days shall elapse between the mailings of such letter-ballot, and the closing of the poll thereon. The question submitted shall be stated in a form approved by the Board of Directors and accompanied by a brief summary of the arguments for and against the proposal.

SECTION 5. Two members of the Board of Directors shall constitute a quorum for the transaction of business at any of its meetings, except as herein otherwise provided.

ARTICLE IX

AMENDMENTS

SECTION 1. These by-laws may be amended by two-thirds vote of the members at any meeting of the Association wherein the call for such meeting included the business of amending the by-laws.