By-Laws (Adopted May 25, 1948) (Revised February 23, 1996) (Revised December 23, 2002) (Revised July 16, 2008) (Revised October 22, 2010) (Revised March 6, 2012) (Revised October 27, 2014) (Revised December 19, 2014) (Revised January 5, 2015) (Revised May 4, 2015) (Revised June 17, 2015) (Revised May 16, 2016) Article I: NAME The name of this international association is “Manufacturers’ Agents National Association (MANA) and will be referred to as “the Association.” Article II: OFFICE The county in California where the principal office for the transaction of the business of the Association located in the county of Orange or such other county as determined by the Association. Article III: PURPOSE The Association is a trade association, the members of which are individuals or entities having a common interest, the purpose of which is to promote such common interest, not for profit, by directing its activities to the improvement of conditions throughout the field of worldwide sales and service as it relates to the independent manufacturers’ representative, as distinguished from the performance of particular services for individual persons of a kind ordinarily carried on for profit. “Representative” will be used throughout the By-Laws and is considered to be synonymous with “manufacturers’ agent,” “manufacturers’ representative,” “broker,” “independent manufacturers’ representative” and “professional outsourced field sales person.” The term “manufacturer” will be used throughout the By-Laws and is considered to be synonymous with “principals,” and in most cases, “suppliers,” and “factory.” The nature of the business or objects or purposes to be transacted, promoted, or carried on, are: To organize meetings and forums of representatives, for more effective cooperation among themselves, with manufacturers and with the Association. To suggest and to impose upon members such rules of business and professional conduct as will better their services to the public and improve relationships with principals and customers. The term “customer” will be used throughout the By-Laws and will be defined as any customer, dealer, distributor or contractor who purchases goods and services. To promote and sustain better relations between the members of the Association, and the manufacturers and suppliers of the merchandise and manufactured products and services with which members are vitally concerned in the pursuit of their chosen profession. To advocate legislation affecting all persons or corporations engaged in business as representatives where such legislation promises to secure better working and operating conditions, and to oppose legislation believed to be inimical to such ends. To gather and disseminate valuable information concerning the business and profession of representatives of every kind and character; to compile and distribute industry and government statistics, information on the drafting and fulfillment of contracts, methods of accounting practice, effective and economic means of advertising and promotion, and suitable means for standardizing manufacturers and trade practices in the interests of greater permanency and economy. To assist in marketing, sales and distribution of worthy merchandise and services from a suitable and adequate place of business, and insuring published values and honest dealings, in the public interest. To promote the general welfare of all members, within the scope of the Association’s Articles of Incorporation and By-Laws, and to cooperate with local, State, Federal and International governments in advancing the welfare of the individual and the improvement of the economy. ARTICLE IV: AUTHORITY Section 1: Acting through its Board of Directors, its officers, and subject to the powers and restrictions of the Articles of Incorporation, and its By-Laws, to do all such acts as are necessary or convenient to the attainment of the objects and purposes herein set forth, and to the same extent and as fully as any natural person might or could do. To purchase, lease, hold, sell, mortgage, or otherwise acquire or dispose of real or personal property; to enter into, make, perform, or carry out contracts of every kind with any person or entity; to do any acts necessary or expedient for carrying on any and all of the activities and pursuing any and all of the objects and purposes set forth in the Articles of Incorporation and not forbidden by the laws of the State of California. To borrow or raise moneys for any of the purposes of the Association and, from time to time, without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon pledge, conveyance or assignment in trust of the whole or any part of the property of the Association, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the Association for its corporate purposes. In general, to have all powers conferred upon a corporation by the laws of the State of California, except as prohibited in the Articles of Incorporation or forbidden by these By-Laws of this Association. Section 2: The private property of the members shall not be subject to the payment of corporate debts, and no personal liability whatsoever on the part of any member shall be created by this association. ARTICLE V: MEMBERSHIP Section 1: A representative is any individual or entity engaged primarily in the business of selling and distributing on behalf of others, with or without inventory, merchandise or manufactured products or services made available by others, the agency operating at its own financial risk and at its own expense, in connection with which such individual or entity is the authorized agent, exclusive or otherwise, of those who manufacture, produce, or supply, usually under contract of mutual agreement, and which agent receives its compensation from its principal or principals chiefly on the basis of percentage commissions on volumes of business done, which agent shall maintain proper books of accounts and records incident to the conduct of such business. Regular Members: Any individual or entity operating as a representative, agent or distributor, known as a Regular Member, who may vote or hold office. Manufacturer Members: Any individual or entity not eligible as a Regular Member, but interested in the fulfillment of the aims and purposes of the Association and engaged in a business or profession closely allied with that of representatives, who may not vote or hold office. Manufacturer Members are known as manufacturers or principals. Associate Members: Any individual or entity operating as a consultant, accountant, importer, distributor or trade organization, who may not vote or hold office. Attorney Members: Any individual or entity known as an attorney, who may not vote or hold office. Honorary Members: Any individual or entity eligible as a Regular, Manufacturer or Associate Member, but who is appointed by the Board of Directors as an Honorary Member, who may not vote or hold office. Charter Members: All members joining the Association on or before August 31, 1948, shall be Charter Members of the Manufacturers’ Agents National Association, and as such are entitled to be known and recognized. The Board of Directors shall have the right and power to classify as a Regular Member any individual whose connection with the active conduct of the affairs of the Association warrants or justifies such action. Section 2: The Board of Directors may from time to time establish such other classes of membership as may be beneficial to the Association, subject to applicable law. Section 3: The Board shall prescribe rules and regulations pertaining to the membership; the handling of applications, the issuing of invoices and receipts for dues, and assessments, and all other matters necessary to the proper administration of the membership. It shall be the duty of the Board to set the annual dues of members and to make all levies necessary to maintain the Association and administer the provisions of these By-Laws. Section 4: The Board shall have the authority to expel from membership any member who acts in violation of the Code of Ethics or regulations, or in noncompliance with membership duties or who operates competitively and/or to the detriment of the Association. The membership Code of Ethics will be published in each issue of Agency Sales Magazine. Section 5: Any Regular Member may be represented and vote by a properly authorized proxy, such proxy to be a Regular Member. The Secretary shall furnish blank proxy forms upon request. Proxies, to be recognized, must be delivered to the Secretary at least 15 days prior to the day fixed for the vote. Voting on business matters of the National Association may be done by mail, e-mail, facsimile or other means as permitted by law. ARTICLE VI: NOMINATION, ELECTION, AND APPOINTMENT OF DIRECTORS Section 2: The Nominating Committee shall consist of consist of at least three regular members of MANA. The Nominating Committee shall elect their committee chairperson. Any vacancy occurring on this committee shall be filled by an appointment by the Chairperson of the Board with the majority consent of the Board of Directors. The Nominating Committee shall be elected by the Board of Directors at the Spring Board of Directors’ meeting. It shall be the duty of the Nominating Committee to nominate at least one (1) candidate for each Board of Director vacancy to be filled. The consent of the candidate to serve, if elected, shall be secured in writing. The Nominating Committee shall make the list of candidates available to the membership at least one hundred and twenty (120) days prior to election. Section 3: At least one hundred and eighty (180) days prior to such election, the Secretary shall inform the membership of their eligibility to apply to the Nominating Committee for consideration as a nominee for election as a director. Notification shall be by an article in Agency Sales Magazine and by e-mail. At least ninety (90) days prior to such election any Regular Member may submit to the Nominating Committee the name of a qualified Regular Member in good standing to be considered as a nominee to stand for election. To be qualified, the nominee must have been a Regular Member in good standing for at least two full years on the day that ballots are first distributed. The nomination must be in writing and must be supported in writing by not fewer than three (3) other supporters who are Regular Members in good standing. No Regular Member may join in more than two (2) such petitions. At least thirty (30) days prior to such election, the Association, through the Secretary, shall distribute to the members an election ballot bearing the names of the nominees. This distribution shall be by any method permissible under law. Notwithstanding the qualification requirement that the nominee must have been a Regular Member in good standing for at least two full years on the day that ballots are first distributed, the Nominating Committee may nominate and the membership may elect one Director who is either: (i) not a Regular Member, or (ii) a Regular Member who has not been a Regular Member in good standing for at least two full years on the day that ballots are first distributed. At no time shall there be more than one such Director serving on the Board of Directors. Each Regular Member in good standing is allowed one vote for each opening on the Board of Directors, but no more than one of those votes may be for any individual nominee. To be counted, all ballots must be in the hands of the independent accounting firm on the election day. Section 4: An independent accounting firm shall be designated to receive the votes, count and certify the election of the nominees receiving the largest number of votes cast for each Directorship. In the event of a tie vote, the Board of Directors shall declare no election and new ballots shall be immediately distributed to the membership to declare their choice between the nominees receiving such tie vote. Section 5: The Chairperson of the Board shall announce to the membership the new Board of Directors. Installation will take place at the first board meeting the newly-elected director attends. ARTICLE VII: DIRECTORS Section 1: The administration of the affairs of the Association shall be under the direct supervision of a Board of Directors nominated and elected by the membership or appointed from the membership as herein before prescribed. Such Board shall have full authority to carry out the purposes and policies of the Association. The Board of Directors shall consist of no fewer than three (3) and no more than seven (7) individuals who are Regular Members in good standing. Within those limitations, the size of the Board shall by set by resolution of the Board except that no director serving shall be removed from the Board by such action. As described in Article VI, Section 3, up to one but no more than one Director whose position is described in this Article, who is not a Regular Member, may be a Director at one time. In addition, the immediate past Chairperson of the Board, who is not a current director, shall serve ex officio as a member of the Board for one year after the end of such person’s term as Chairperson of the Board. Each director shall be entitled to one (1) vote when votes of directors are sought. Section 2: The directors shall elect by majority vote a qualified director as Chairperson of the Board, who shall so serve until the earlier to occur of: (1) no more than two consecutive years in such position; (2) resignation: (3) incapacity or death; (4) vacancy; (5) removal; or (6) election of another qualified Director as Chairperson of the Board by the Directors. To be qualified, a Director must have been a Director for at least one (1) year before standing for election as Chairperson of the Board. Section 3: The Directors shall elect by majority vote a qualified Director as Vice-Chairperson of the Board, who shall so serve until the earlier to occur of: (1) no more than two consecutive years in such position; (2) resignation: (3) incapacity or death; (4) vacancy; (5) removal; or (6) election of another qualified Director as Vice-Chairperson of the Board by the Directors. To be qualified, a Director must have been a Director for at least one (1) year before standing for election as Vice- Chairperson of the Board Section 4: Directors may be removed for an inability or failure to carry out the reasonable duties of the position or for breach of fiduciary duty or for acts or omissions contrary to law or to the reasonable interests of the Association. Removal shall be in accordance with applicable law. Section 5: If a board member resigns and has served as Chairperson of the Board, resignation disqualifies the board member from serving as immediate past Chairperson of the Board. Section 6: The term of each Director shall be two (2) years. Directors may serve any number of terms, but not more than two (2) consecutive two-year terms, provided, however, that the second consecutive term of up to two (2) Directors may be extended for only one (1) additional consecutive year upon the majority vote of the Directors, and further provided that the Director(s) who are the subject of the extension shall not participate in such a vote. A Director shall serve until a successor is installed. ARTICLE VIII: MEETINGS OF THE BOARD Section 1: The Board of Directors shall meet at least once each year. The Board shall approve the places and times of all meetings by a majority resolution as shall suit the convenience and purposes of the Association. Section 2: The Chairperson of the Board may invite Associate Member(s) and others to attend meetings and otherwise assist the Association to further the mutual interests of both representatives and manufacturers. Section 3: No business shall be conducted by the Board unless a quorum is present; a majority of the members of the Board shall constitute a quorum, the affirmative vote of a majority of which, unless herein otherwise provided, shall be binding on all other members. Section 4: Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission. Participation in a meeting through use of conference telephone, electronic video screen communication or other electronic transmission pursuant to this section constitutes presence in person at that meeting if both of the following apply: Each member participating in the meeting can communicate with all of the other members concurrently. Each member is provided the means of participating in all matters before the Board, including, without limitation, the capacity to propose or to interpose an objection to, a specific action to be taken by the association. Section 5: An action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as a unanimous vote of the directors. For purposes of this Section, “all members of the Board” does not include an “interested director.” ARTICLE IX: OFFICERS Section 1: Chairperson of the Board of Directors: The Chairperson of the Board of Directors shall preside at all Board meetings The Chairperson of the Board shall preside at all meetings of the National Association and shall be a member of all committees. The Chairperson of the Board shall be the person to whom the President/Chief Executive Officer directly reports. The chairperson shall require the President/Chief Executive Officer to report to him/her quarterly in writing regarding the financial status and other business of the Association. In the event the Chairperson of the Board believes the President/Chief Executive Officer is not properly or adequately performing the functions of the office, the Chairperson of the Board may recommend the appropriate action, including but not limited to discharge, to the Board. Upon such recommendation or on its own initiative, the Board shall promptly take appropriate action regarding the conduct and employment of the President/Chief Executive Officer or any other Association employee as determined by the Board of Directors by majority vote. The Chairperson of the Board shall sign or have his/her signature printed on all Certificates of Membership. He/She shall do any and all things that, with the approval of the Board of Directors, he/she may deem necessary to carry out the provisions of these By-Laws to protect the rights and interests of the Association and to promote the common welfare of its members. Section 2: Vice-Chairperson: The Vice-Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson. In the event of the absence of the Chairperson and the Vice- Chairperson from any meeting, the meeting shall have power to organize and appoint a Chairperson pro tem. Section 3: President/Chief Executive Officer: A President/Chief Executive Officer (“CEO”) shall be approved by the Board, shall be the chief employee of the Association and shall have full charge of the general office of the Association and any regional and field offices that may be established. The President/CEO shall have authority to employ or discharge all other employees of and third party contractors for the Association, unless a separate employment contract has been directly approved by the Board of Directors. Any such hiring shall be reasonable, appropriate and necessary to operate the Association. The President/CEO shall have charge of all organizational work and supervise the solicitation of members. She/He shall cause to be maintained a complete record of all classes of membership. She/He shall be responsible for all receipts and disbursements of the Association and shall maintain a bank account in the name of the Association in which all receipts are deposited and from which disbursements are made. She/He shall cause to be sent out all notices of dues and business of the Association. She/He shall cause annual audits of the Association to be made by independent and qualified auditors. In addition, the President/CEO shall: Submit to and have approved by the Board an annual budget; record or supervise the recording of the proceedings of all meetings of the Board of Directors and any Association meetings; sign, with the Chairperson of the Board, all deeds, contracts, or leases in excess of $25,000.00 executed by the Association; affix the Seal of the Association to all papers and records when seal is required; issue Certificates of Membership and sign same if necessary; send out all notices required by the Board of Directors, and supervise the issuing of all reports, bulletins, magazines, or other publications. The President/CEO with the Chairperson of the Board shall make a comprehensive annual report of the activities and accomplishments of her/his office. The President/CEO shall report quarterly in writing to the Chairperson of the Board, as well as when required by the Chairperson of the Board, regarding the financial status and other business of the Association. Section 4: Secretary: A Secretary shall be appointed by the Chairperson of the Board, with the approval of the Board. Section 5: Treasurer: A Treasurer shall be appointed by the Chairperson of the Board, with the approval of the Board. Section 6: In case of the temporary absence or disability of, the Secretary or the Treasurer, the vacancy of the Secretary or Treasurer may be filled by temporary appointment by the Chairperson of the Board. The vacancy of the President/Chief Executive Officer may be filled by temporary appointment by the Board. Section 7: A vacancy caused by failure of the Association to elect, or by permanent absence or disability, resignation, removal or death of any officer or Director, may be filled for the unexpired term by the Board. Section 8: All officers shall serve without remuneration except the President/Chief Executive Officer, the Secretary and the Treasurer, who may be part- or full-time employees of the Association. Section 9: In no event shall a Chairperson or Vice-Chairperson who ceases to be a Member in good standing remain in office. In the case of the President and CEO, Secretary and Treasurer, their appointments are subject to terms and conditions of employment. Section 10: Employment Contracts: The terms of any written employment contract, including the total compensation package, between the Association and any employee shall be established by the Board. ARTICLE X: STANDING COMMITTEES Section 1: To further facilitate the handling of the affairs of the Association, there may be appointed annually by the Chairperson of the Board, subject to the approval of the Board of Directors, the following committees: Membership committee, Ethics and Grievances committee, Finance committee, Audit committee, Nominating committee, Legislative and Public Relations committee, and Educational and Publications committee. Section 2: The Chairperson of the Board shall also appoint such other committees, subject to the approval of the Board, as he/she may deem necessary. Section 3: It shall be the duty of the Chairperson of the Board to appoint a chairperson and no less than two (2) other members if any Standing Committees, as provided by these By-Laws, are formed. The Chairperson of the Board may similarly appoint sub-committees and other regular committees if the affairs of the Association may thus be handled in a more efficient and satisfactory manner. It shall be the duty of the Chairperson of the Board to issue specific instructions to the chairperson of each committee, advising him or her as to the scope and limitations of the committee. Section 4: The chairperson of each committee or task force may request the Board for an appropriation of funds to defray reasonable and necessary expenses of the committee. If such an appropriation is made, the chairperson shall make a detailed report of the expenditures to the Board of Directors. ARTICLE XI: LOCAL ASSOCIATIONS The Association shall encourage and assist in forming self-sustaining local Associations of the membership wherever same is justified in the interests of all concerned. ARTICLE XII: BY-LAWS The Board of Directors of the Association shall have the right to amend such By-Laws at any time by a two-thirds majority vote. ARTICLE XIII: SEAL The seal of the Association shall be a scroll or other suitable background upon which shall be inscribed the initials MANA and the name Manufacturers’ Agents National Association, and upon which shall be the word “seal.” ARTICLE XIV: FISCAL YEAR The fiscal year of the Manufacturers’ Agents National Association shall end on April 30th. ARTICLE XV: EXPENSES Section 1: It shall be the duty of the Board to authorize the President/Chief Executive Officer to approve for reimbursement to all members of the Board the amount of the coach air fare or its equivalent, hotel, board, and other proper and reasonable incidental expenses, for attending any meeting authorized by a majority of the Board. Section 2: The Chairperson of the Board shall also authorize the payment of reimbursement to the President/Chief Executive Officer, and to the Secretary, and the Treasurer, who may be only salaried Officers. The Chairperson of the Board shall authorize and/or assign authorization responsibility reimbursement to Directors and Officers for all proper and reasonable incidental expenses incurred strictly in connection with the duties of their office. ARTICLE XVI: CODE OF ETHICS It shall be the duty of the Board, upon recommendation of any Ethics and Grievances Committee, to approve and publish a Code of Ethics, or Rules of Business and Professional Conduct, as will better members’ services to the public and improve their relationships with principals and other channel partners. ARTICLE XVII: REPORTS AND PUBLICATIONS Section 1: The Board shall authorize the publication of a monthly magazine devoted to the welfare of the representative and the Association, as well as all those in any way interested in the sale and distribution of merchandise and manufactured products and services. Section 2: An annual report shall be made to the membership by the President/Chief Executive Officer as early as possible following the end of the calendar year, which shall contain the annual report of officers and a summary of the proceedings of the Association. Section 3: The minutes of the meetings of the Board held during the fiscal year shall be available at the Association. ARTICLE XVIII: LIMITATION OF LIABILITIES Section 1: Nothing contained in these By-Laws shall constitute any member of the Association as a partner for any purpose. No member, officer, agent, or employee of the Association shall be liable for his/her acts, or failure to act, on the part of any other member, officer, agent, or employee of the Association. No member, officer, agent, or employee of the Association shall be liable for his/her acts, or failure to act, under these By-Laws, excepting only his/her acts, or omissions to act, arising out of his/her willful misfeasance. Section 2: The Association may, by resolution of the Board of Directors, provide for indemnification by the Association of any and all of its Directors or Officers or former Directors or Officers against expenses actually and necessarily incurred by them in connection with any action, suit or proceeding in which they or any of them are made parties, or a party by reason of having been Directors or Officers of the Association, except in relation to matters as to which such Director or Officer or former Director or Officer shall be adjudged in such action, suit or proceeding to be liable for misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for misconduct. 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