BYLAWS

OF

ADDITIVE MANUFACTURING USERS GROUP, INC.

A CALIFORNIA PUBLIC BENEFIT CORPORTATION

ARTICLE 1

OFFICES

download PDF

SECTION 1. PRINCIPAL OFFICE

The principal office of the Corporation for the transaction of its business is located in the COUNTY OF LOS ANGELES, CALIFORNIA. The street address for the Corporation is currently 9310 Topanga Canyon, Suite #210, Chatsworth, California, 91311.

SECTION 2. CHANGE OF ADDRESS

The county of the Corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

(a) _____________________________
_____________________________ Dated: ________________
(b) _____________________________
_____________________________ Dated: ________________
(c) _____________________________
_____________________________ Dated: ________________

SECTION 3. OTHER OFFICES

The Corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

ARTICLE 2

PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES

The primary objectives and purposes of this corporation shall be to encourage and coordinate technical information exchange between owners, users, and operators of Additive Manufacturing (AM) equipment and to provide communication on hardware and software modifications. The specific objectives of this Corporation shall include, but are not limited to, all of the following:

• (a) Encourage effective information exchange of non-proprietary strategies and applications by providing a forum for presentations, training seminars, and papers;
• (b) Influence the development and applications of AM equipment, AM materials, ancillary equipment/processes, and complementary software publishers/distributors by conducting periodic meetings, distributing minutes of meetings; and establishing special task or interest groups when required;
• (c) Propose standards for reporting of errors and improvement requests, and CAD application interfaces that comply with industry standards;
• (d) Identify problems and propose solutions to problems that involve basic modifications to hardware and software;
• (e) Recommend uniform practices and techniques to be used by the membership.

The USERS GROUP shall not be responsible for statements or opinions advanced in papers or discussions at its meetings or for any information received from any member. All strategies, special techniques, applications, or other information, disclosed by any member, either in written or in oral form, shall be considered non-proprietary and non-confidential. Any subsequent disclosure by any member shall not impose any liability whatsoever, for any reason, on the USERS GROUP, its agents, or members for damages allegedly arising from errors or omissions in the communication or information exchange.

The USERS GROUP shall give members the option of removing their names from the mailing list.

ARTICLE 3

DIRECTORS

SECTION 1. NUMBER

The Corporation shall have NOT LESS THAN TWO (2) NOR MORE THAN NINE (9) DIRECTORS and collectively they shall be known as the Board of Directors. The exact number of Directors shall be fixed within these limits by approval of the Board of Directors or the members, if any, in the manner provided in these Bylaws. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

SECTION 2. POWERS

Subject to the provisions of the California nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 3. DUTIES

It shall be the duty of the Directors to:

• (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws;
• (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Corporation;
• (c) Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly;
• (d) Meet at such times and places as required by these Bylaws;
• (e) Register their addresses with the Secretary of the Corporation and notices of meetings mailed, electronically transmitted or telegraphed to them at such addresses shall be valid notices thereof;
• (f) Serve as Officers of the Corporation, as outlined in Article 4.

SECTION 4. TERMS OF OFFICE

Each Director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies.

SECTION 5. COMPENSATION

Directors shall serve without compensation except that they shall be allowed and paid reasonable reimbursement of expenses incurred in the performance of their regular duties. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the Corporation in any capacity unless such compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means either:

• (a) Any person currently being compensated by the Corporation for services rendered it within the previous twelve (12) months, whether as a full or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or
• (b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 7. PLACE OF MEETINGS

Meetings shall be held at the principal office of the Corporation unless otherwise provided by the board or at such place within or without the State of California, which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the Corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the Corporation or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another.

SECTION 8. REGULAR AND ANNUAL MEETINGS

Regular meetings of the Directors shall be conducted during the annual member conference. If no annual member conference is held, regular meetings of Directors shall be held on the SECOND TUESDAY OF DECEMBER at 10 O'CLOCK AM, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day or as determined by the Board of Directors.

If the Corporation makes no provision for members, then, at the annual meeting of Directors held on the SECOND TUESDAY OF DECEMBER, Directors shall be elected by the Board of Directors in accordance with this section. Cumulative voting by Directors for the election of Directors shall not be permitted. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Each Director shall cast one vote, with voting being by ballot only.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, or by any two Directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Corporation.

SECTION 10. NOTICE OF MEETINGS

Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days’ notice by first-class mail or forty-eight (48) hours’ notice delivered personally or by telephone, telegraph or other means of electronic written communication. If sent by mail, electronic mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails, transmittal by electronic mail, or on its delivery to the Telegraph Company. Such notices shall be addressed to each Director at his or her address as shown on the books of the Corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

SECTION 11. CONTENTS OF NOTICE

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice.

SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 13. QUORUM FOR MEETINGS

A quorum shall consist of a simple majority of the current duly authorized Directors. If the current number of duly authorized Directors is two (2) or three (3) a quorum shall consist of two (2) Directors. If the current number of duly authorized Directors is four (4) or five (5) a quorum shall consist of three (3) Directors. If the current number of duly authorized Directors is six (6) or seven (7) a quorum shall consist of four (4) Directors. If the current number of duly authorized Directors is eight (8) or nine (9) a quorum shall consist of five (5) Directors.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time for the next regular meeting of the board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this Corporation.

SECTION 14. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 15. CONDUCT OF MEETING

Meetings of the Board of Directors shall be presided over by the President of the Board, or, if no such person has been so designated or, in his or her absence, by the Vice President of the Corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding Officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts’ Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provision of law.

SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purpose of this Section only, “all members of the board” shall not include any “interested Director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this Corporation authorize the Directors to act, and such statement shall be prima facie evidence of such authority.

SECTION 17. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.

The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law. The Board of Directors may also by a majority vote declare vacant the office of a Director that has been negligent in performing his or her duties or acted improperly relative to the goals or duties as set forth in these Bylaws.

If this Corporation has no members, Directors may be removed without cause by a majority of the Directors then in office.

If this Corporation has any members, then, if the Corporation has less than fifty (50) members, Directors may be removed without cause by a majority of all members, or, if the Corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.

Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.

Vacancies on the board may be filled by approval of the board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Director. If this Corporation has members, however, vacancies created by the removal of a Director may be filled only by the approval of the members. The members, if any, of this Corporation may elect a Director at any time to fill any vacancy not filled by the Directors.

A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 18. NON-LIABILITY OF DIRECTOR

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS.

To the extent that a person who is, or was, a Director, Officer, employee or other agent of this Corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this Corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 20. INSURANCE FOR CORPORATE AGENTS

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, Officer, employee or other agent of the Corporation) against any liability other than for violating provisions of law relating to self-dealing, (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 4

OFFICERS

SECTION 1. NUMBER OF OFFICERS

The Officers of the Corporation shall be a President , two (2) Vice Presidents, a Secretary, an Event Manager, a Past-President, an AM Industry Advisor, and a Chief Financial Officer (Treasurer). These Officers will also serve simultaneously on the Board of Directors. The Corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other Officers. No offices may be held by the same person or employees of the same company, or employees of affiliates of the same company.

SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE

Any member may serve as an elected Officer of this Corporation. The elected offices of President, Vice-Presidents (2), Secretary, and Event Manager shall be voted at the annual business meeting of the USER GROUP members. In conjunction with a position on the Board of Directors, each Officer shall hold office until the Officer resigns, is removed, is otherwise disqualified to serve, or until a successor shall be qualified and elected, whichever occurs first. The normal term for each elected Office other than President or Vice- Presidents shall be one year.

The office of President shall be filled by vote at the annual business meeting of the USER GROUP members. To facilitate continuity, nominees for the office of President shall be limited to the two (2) current-year Vice- Presidents. The Vice- President receiving the majority of votes cast will be elected President. The Vice- President receiving the least amount of votes may run again for the office of Vice- President in the same year. If only one (1) Vice- President office is occupied within the Board of Directors at the time of election, the Vice- President shall succeed the President for a second year, and as President shall succeed the Past-President for a third year; therefore, the incoming President agrees to serve for an additional two years.

The office of Vice- President shall be filled by vote at the annual business meeting of the USER GROUP members. The Vice- President are the two (2) nominees receiving the greatest number of votes cast. To facilitate continuity, nominees for the Office of Vice- President, if elected, must agree to become nominees for the Office of President at the following annual business meeting. Nominees for the office of Vice- President, if not present at the time of election, must provide written application to the Board of Directors in advance of the annual business meeting.

The office of Treasurer/CFO shall be filled by appointment of the incoming Board subsequent to the annual election of Officers. This appointment shall be made within thirty (30) calendar days of the annual business meeting by majority vote of the Board of Directors; President, Vice-Presidents, Past President, Secretary, Event Manager, and AM Industry Advisor. The Treasurer shall continue in office until resignation, disqualification, qualification and election of a successor, or removal from office by a majority vote of the Board of Directors. If no successor is chosen, the Treasurer shall succeed himself /herself for the next term.

Nominees for Treasurer are exempt from the “ownership” requirements defined in these bylaws, and are exempt from the “same company” restriction also found herein. Nominations for the office of Treasurer shall be submitted in writing to the current Secretary no less than 14 calendar days prior to the User Group business meeting. The current Treasurer is considered to have been nominated by virtue of holding the office.

The Office of AM Industry Advisor shall be filled by appointment of the incoming Board of Directors subsequent to the annual election of officers. This appointment shall be made within sixty (60) calendar days of the annual business meeting by majority vote of the Board of Directors; President, Vice-Presidents (2), Past President, Secretary, and the Event Manager. The AM advisor serves at the pleasure and discretion of their employer and the Board of Directors. Further, the AM industry advisor’s eligibility to serve on the Board of Directors is not subject to the “AM equipment ownership” membership requirement.

SECTION 3. SUBORDINATE OFFICERS

The Board of Directors may appoint such other Officers or agents as it may deem desirable, and such Officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

SECTION 4. REMOVAL AND RESIGNATION

Any Officer may be removed, either with or without cause, by the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any Officer of the Corporation.

SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the board shall fill the vacancy. Vacancies occurring in offices of Officers appointed at the discretion of the board may or may not be filled, as the board shall determine.

If one or both Vice-Presidents are appointed in this manner a new President shall be elected at the annual meeting as defined in Article 4, Section 2.

SECTION 6. DUTIES OF PRESIDENT

The President shall be the chief executive Officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

The President shall be charged with the following duties and obligations:

• (a) The President shall ensure that required meetings, reports, election of officers and official job functions are executed as called for in By-laws.
• (b) The President shall preside over all official functions according to the Articles of Incorporation and Bylaws. Any situation not specifically covered in the By-laws shall be handled in accordance with Robert's Rules of Order Revised.
• (c) The President shall appoint members of the Committees in accordance with the Bylaws, see that administrative committees/functions are provided for and as an ex officio member of all such committees/functions, lend counsel and advice when needed.
• (d) The President shall see that all written material, information and reports received are readily available to all members of the USER GROUP. The President shall also see that reports, information, or replies to inquiries, be followed-up and arrangements made to promptly forward the necessary material where appropriate.
• (e) The President shall ensure that an annual report is presented to the membership by asking each elected officer, in turn, to report what action was taken.
• (f) The President shall conduct the next election of officers.
• (g) To insure continuity, the outgoing President serve for an additional year as the Past- President and will function as an advisor during that period.
• (h) The President shall select and award not less than two (2) "Dinosaur Awards" annually. The award recognizes experienced members for their longevity and contributions to the industry.
• (i) The President may extend conference invitation to the USERS GROUP conference and annual meeting for non-member guests at the President’s discretion.

SECTION 7. DUTIES OF VICE PRESIDENT

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

The Vice-President shall be charged with the following duties and obligations:

• (a) The Board of Directors, by majority vote, will select one Vice-President to act on behalf of the President in the event of the President's absence, inability, or refusal to act.
• (b) The Board of Directors, by majority vote, will select one Vice-President to succeed as the new President for the remainder of the term in the event that the President is unable to continue, or withdraws from the position.
• (c) The Vice-President shall preside at meetings in the absence of the President and carry out the responsibilities of the President until the President returns to duty and shall serve as the President in case of a vacancy.
• (d) The Vice-President shall assist the President to ensure that meeting arrangements are complete.
• (e) The Vice-President shall acquaint new members with the USERS GROUP by-laws, and perform other such duties as the President may designate.
• (f) The Vice-President shall serve as official parliamentarian and shall receive proposed By-laws amendments from the membership and shall counsel the Executive Committee concerning proposed amendments.
• (g) The Vice-President shall serve as primary coordinator for the USERS GROUP "Vendor Fair" exposition and financial contributions.
  • 1. The Vice-President shall establish uniform guidelines for invitation and selection of exhibitors and contributors to assure participation is complementary to the purpose of USER GROUP and of benefit to the membership.
  • 2. Non-member participation at the vendor fair and/or by financial contribution is granted by "invitation only" and may be declined or rescinded by majority vote of the Board of Directors.
  • 3. “Legacy” participation at the vendor fair and/or by financial contribution is also granted by “annual invitation” to any company, organization or individual with previous Vendor Fair participation and/or previous financial contribution. Legacy participants include, but are not limited to third-party software, hardware, materials and services providers which are complementary to the purpose of USER GROUP and of benefit to the membership.

SECTION 8. DUTIES OF SECRETARY

Certify and keep at the principal office of the Corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the Corporation or at such other place as the board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is authorized by law or these Bylaws.

Keep at the principal office of the Corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the Corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

The Secretary shall be charged with the following duties and obligations:

• (a) The Secretary shall inscribe upon the rolls the names of all officers and members, and it shall be the duty of the Secretary to keep a roster of all members.
• (b) The Secretary shall record the minutes of all business meetings and Board of Directors meetings. Minutes of meetings shall be maintained in the official USER GROUP records and shall be signed by the Secretary.
• (c) The Secretary shall copy and distribute the official USER GROUP minutes through publication in the Annual USER GROUP Conference Proceedings. Doing so eliminates the reading of these minutes at the next session, except for corrections, if any. Highlights of action taken during the year shall be presented at regular meetings.
• (d) The Secretary shall update the chapter mailing list database when a member notifies a change of address. The database shall be transferred to the treasurer for the purpose of tracking the registration and payment for the upcoming Users Group conference.
• (e) The Secretary shall submit to the Executive Committee a complete list of the newly elected officers and committee chairmen for the ensuing year.
• (f) The Secretary shall maintain custody of By-laws and Bylaw updates and other official records, except for those records that are specifically a part of the duties of other officers, such as the treasurer's books. USER GROUP records are open to inspection by any member.
• (g) The Secretary shall furnish committees and special representatives with all assistance needed for the proper performance of their duties.
• (h) The Secretary shall assist the Treasurer during registration at annual meeting.
• (i) The Secretary shall collect all presentation materials, meeting minutes, and other documentation in a complete and timely manner for the purpose of publishing annual conference and meeting proceedings for membership distribution.
• (j) The Secretary shall serve as primary coordinator for the USERS GROUP internet website, electronic bulletin boards, and other media interfaces. The Secretary may delegate the execution of these duties to a duly appointed subcommittee for expediency and efficiency.
• (k) Retain and provide copies of Roberts’ Rules of Order for reference at regular and annual USER GROUP meetings.

SECTION 9. DUTIES OF TREASURER/CFO

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer/CFO shall:

Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to his or her agent or attorney, on request therefore.

Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer/CFO and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

The Treasurer shall be charged with the following duties and obligations:

• (a) The Treasurer/CFO shall be responsible for the USER GROUP economy in that prudent, accurate and wise financial policies are pursued in its operation and that all incidental accounting, bookkeeping, auditing, collection and disbursement of funds, and other related methods of operations are performed accurately within the limitations authorized by the By-laws and consistent with generally accepted accounting practices.
• (b) The Treasurer/CFO shall receive, hold and safeguard, in the capacity of trustee and fiscal agent, all USER GROUP funds which shall come into his or her possession or control. All funds received by any person for the USER GROUP shall be immediately entered into the books of account and deposited to the credit of the USER GROUP in a bank.
• (c) The Treasurer/CFO shall oversee management of accounts of money, funds, and performance of the USER GROUP in relation to budget, and shall render such account and present such statements to the Executive Committee as may be required.
• (d) The Treasurer/CFO shall disburse funds only for normal and usual uses, unless the Executive Committee directs otherwise.
• (e) The Treasurer/CFO shall submit an itemized annual Financial Report to the Executive Committee within 30 days after the end of the reporting period, which is October 1 to September 30.
• (f) If requested by the Board or a majority of the members, the Treasurer/CFO shall have the USER GROUP's financial records audited.
• (g) The Treasurer/CFO shall prepare and present an annual Financial Report at USER GROUP Annual Business meeting.
• (h) The Treasurer/CFO will be responsible for keeping records of income and expenses for reporting to the IRS.
• (i) The Treasurer/CFO will be responsible for the filing of annual "Return of Organizations Exempt from Tax," Form 990A, and "Exempt Organization Business Income Tax Return," Form 990T with the local Internal Revenue Service office.
• (j) The Treasurer/CFO shall inform the Board of Directors of any changes in IRS rules and regulations. The treasurer shall request the necessary forms for filing, detailed instructions, and any other pertinent or required material from the auditor at the time of audit.
• (k) The Treasurer/CFO shall coordinate all financial transactions during registration at annual meeting.
• (l) The Treasurer/CFO shall purchase and maintain sufficient type, kind, and amount of corporate liability insurance on behalf of the USERS GROUP against liability as provisioned in Article 3, Section 20.

SECTION 10. DUTIES OF Event Manager

In general, perform all duties incident to the office of Event Manager and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

The Event Manager shall be charged with the following duties and obligations:

• (a) Present site proposals to Board of Directors of the USER GROUP for final approval, and
• (b) The Event Manager shall arrange and manage the on-site activities of programs.
• (c) The Event Manager shall negotiate for the USER GROUP all necessary hotel contracts for meeting room reservations, set-up, meals, and other activities related to on-site management of Annual Conference.
• (d) The Event Manager shall coordinate planned activities with the other officers and submit a Program Schedule to the Board of Directors.
• (e) The Event Manager Activities shall commence with the beginning of the year and end with the last activity of the year. To insure continuity, the outgoing Event Manager will function as an advisor during the overlapping period.
• (f) The Event manager shall provide appropriate information for any events that the USER GROUP has planned to the secretary for distribution. Give appropriate publicity about the meetings and other items of interest to other officers.

SECTION 11. DUTIES OF ADDITIVE MANUFACTURING (AM) INDUSTRY ADVISOR

In general, provide advice and counsel to the Board of Directors on behalf of additive manufacturing equipment manufacturers, ancillary equipment providers, and complementary software publishers/distributors. The AM industry advisor’s eligibility to serve on the Board of Directors is not subject to the “AM equipment ownership” membership requirement.

The AM Industry Advisor shall be charged with the following duties and obligations:

• (a) Participate in regularly scheduled meetings/conference calls of the Executive Committee of the USER GROUP, and attend the annual membership conference.
• (b) The AM Industry Advisor shall present to the Board of Directors AM Industry trends and recommendations for mutual benefit for members and vendors through program offerings by the USERS GROUP.
• (c) The AM Industry Advisor must maintain objectivity and confidentiality with regard to the actions of the Board of Directors, industry competitors and non-members.
• (d) The term for AM Industry Advisor shall commence with appointment by the Board of Directors and end with the last activity of the year. Continuance of appointment may be extended by majority vote of the Board of Directors.

SECTION 12. DUTIES OF THE PAST PRESIDENT

In general, the duties of the Past-President are to provide advice and counsel to the President and the Board of Directors for the purpose of historical reference and organizational continuity. Additionally, the Past President shall organize and conduct the annual awards competition(s). Competitions shall be conducted as part of the annual conference and as noted below:

• (a) EXCELLENCE AWARDS COMPETITION AND JUDGING
• (b) The Past President shall be the responsible to organize the Awards Competition and Judging and protect the integrity of the competition with the highest objectivity.
• (c) If the Past President decides to enter the competition, The Past President MUST select another Board member that is not entering the competition to preside over this competition.
• (d) A minimum of six (6) Judges shall be appointed to evaluate the entries and score the awards competitions(s).
• (e) The judges should be a selection of “Dinosaurs” from the various Additive Technologies (AT), but may include AT judges that do not as of yet have “Dinosaurs”.
• (f) The Judges will be provided with a standardized Voting Form(s) and each Judge is required to print their name as well as sign their name to the form(s).
• (g) If there are any changes or modifications to the form, the Judge must initial where the change occurred and document the change on the back of the form.
• (h) The Judges shall meet the morning after judging (at an AMUG sponsored breakfast) to discuss their scorings with the other Judges as well as the Past President (if not a competition entrant) and one current Executive Officer (Past President’s Selection). Final winners will be confirmed at this time and will be made known only to the judges, Past President (if not a competition entrant), and Board Member until the awards ceremony.
• (i) Once scoring has been tallied and the three finalists (Second Runner –Up, First Runner – Up, and Winner) have been chosen, the Board Member shall write the Entrant’s Name, Company Name, and Name of Entry on an index card and place said index card into an envelope and seal it in front of the rest of the Judging Committee. The front of the sealed envelope shall be marked with the winning position and category such as Second Runner-Up – Parts Finishing.
• (j) The winning envelopes will then be given to the Past President (designee if Past President enters competition) for safe keeping until the Awards Ceremony. The Past President will then hand one envelope at a time to the announcer with the correct designation such as Second Runner-Up – Parts Finishing. The announcer shall then open the envelope and read the information on the index card.
• (k) The Past President (designee if Past President enters competition) will hand over ALL Judging Forms and documentation to the Secretary where they will be kept on file for a period of at least three (3) years.

SECTION 13. COMPENSATION

Officers shall serve without compensation except that they shall be allowed and paid reasonable reimbursement of expenses incurred in the performance of their regular duties. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article.

ARTICLE 5

COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of Directors, designate two (2) or more of its members (who may also be serving as Officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the Corporation, except with respect to:

• (a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
• (b) The filling of vacancies on the board or on any committee which has the authority of the board.
• (c) The amendment or repeal of Bylaws or the adoption of new Bylaws.
• (d) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.
• (e) The appointment of committees of the board or the members thereof.
• (f) The approval of any transaction to which this Corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233 (d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

SECTION 2. OTHER COMMITTEES

The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as “advisory” committees.

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 6

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the Corporation 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 confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the President or the Treasurer 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, trust 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 devise for the charitable or public purposes of this Corporation.

ARTICLE 7

CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The Corporation shall keep:

• (a) Minutes of all meetings of Directors, committees of the board and, if this Corporation has members, of all meetings of members, indication the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
• (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
• (c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
• (d) A copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by members, if any, of the Corporation at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS’ INSPECTION RIGHTS

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation.

SECTION 4. MEMBERS’ INSPECTION RIGHTS

If this Corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

• (a) To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon five (5) business days’ prior written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested.
• (b) To obtain from the Secretary of the Corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.
• (c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Corporation by the member, for a purpose reasonably related to such person’s interests as a member.

SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS

(a) Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

SECTION 6. ANNUAL REPORT

The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation’s fiscal year to all Directors of the Corporation and, if this Corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:

• (a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;
• (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
• (c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
• (d) The expenses or disbursements of the Corporation, both general and restricted purpose, during the fiscal year;
• (e) Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized Officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.

If this Corporation has members, then, if the Corporation receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this Corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate Officer, as specified by the above provisions of this Section relating to the annual report.

SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS

This Corporation shall mail or deliver to all Directors and any members, who request in writing, a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

• (a) Any transaction in which the Corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest
  • (1) Any Director or Officer of the Corporation, or its parent or subsidiary, (a mere common directorship shall not be considered a material financial interest); or
  • (2) Any holder of more than ten percent (10%) of the voting power of the Corporation, its parent or its subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).

Similarly, the statement need only be provided with respect to indemnification’s or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any Director or Officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the Corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

If this Corporation has any members and provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.

ARTICLE 8

FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION

The fiscal year of the Corporation shall begin on the 1st day in October and end on the 30th day of September in each year.

ARTICLE 9

AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit Corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:

• (a) Subject to the power of members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaws amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this Corporation has admitted any members, then a Bylaw specifying or changing the fixed number of Directors of the Corporation, the maximum or minimum number of Directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or
• (b) By approval of the members, if any, of this Corporation.

ARTICLE 10

AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS

Before any members have been admitted to the Corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.

SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS

After members, if any, have been admitted to the Corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this Corporation.

SECTION 3. CERTAIN AMENDMENTS

Notwithstanding the above sections of this Article, this Corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and address of its initial agent, except to correct an error in such statement or to delete either statement after the Corporation has filed a “Statement by a Domestic Non-Profit Corporation” pursuant to Section 6210 of the California Nonprofit Corporation Law.

ARTICLE 11

PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, Director, Officer, employee, or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the, Corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. All members, if any, of the Corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation and not otherwise.

SECTION 2. DISSOLUTION OF ASSETS

The assets of the USERS GROUP in the event that the Membership, by a simple majority, voted to dissolve would be donated to another Non-Profit Organization as voted upon by the Membership.

ARTICLE 12

MEMBERS

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions and conditions.

SECTION 2. QUALIFICATIONS OF MEMBERS

Membership in the USERS GROUP is exclusively available to employees of organizations having direct ownership of commercially available Additive Manufacturing equipment.

Membership in the USERS GROUP may be denied to employees of organizations having direct ownership of Additive Manufacturing equipment, but whose business objectives and conduct are not consistent with the goals and purpose of the USERS GROUP as determined by a two-thirds majority vote the Board of Directors.

A conditional lifetime membership in the USERS GROUP has been granted to Charles Hull, inventor of Stereolithography, in recognition of his contributions to the industry. Lifetime membership will remain in force until such time Mr. Hull engages in business endeavors which are no longer consistent with the goals of the USERS GROUP as determined by the Board of Directors.

SECTION 3. ADMISSION OF MEMBERS

Applicants shall be admitted to membership after submitting satisfactory evidence that they meet the qualifications of members as set forth in the above sections of this Bylaw and upon payment of the application and/or annual dues as specified in the following sections of this Bylaw.

The USERS GROUP shall reserve the right to share its mailing lists, which may include member names, to third party organizations if deemed to be for the furtherance of the interests of the USERS GROUP

The USERS GROUP shall give members the option of removing their names from the mailing list through written or verbal request and the consensus approval of the Board of Directors.

SECTION 4. FEES, DUES AND ASSESSMENTS

The annual dues payable to the corporation by members shall consist of the fees charged for the annual USER GROUP MEETING for which the amount may be determined from time to time by resolution of the Board of Directors.

Memberships shall be nonassessable.

SECTION 5. NUMBER OF MEMBERS

There is no limit on the number of members the corporation may admit.

SECTION 6. NONLIABILITY OF MEMBERS

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 7. TERMINATION OF MEMBERSHIP

(a) Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:

• (1) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally, by mail, by facsimile transmission, or by electronic mail, such membership to terminate upon the date of delivery of the notice, date of electronic transmission, or date of deposit in the mail.
• (2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.
• (3) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date.

(b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a) (2) of this section, the following procedure shall be implemented:

• (1) A notice shall be sent by first-class mail registered mail, facsimile transmission or electronic mail to the last address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
• (2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
• (3) Following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
• (4) If this corporation has provided for the payment of dues by members, any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be pro-rated to return only the unaccrued balance remaining for the period of the dues payment.

SECTION 8. RIGHTS ON TERMINATION OF MEMBERSHIP

All rights of a member in the corporation shall cease on termination of membership as herein provided.

SECTION 9. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS

Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of this corporation would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 13

MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETINGS

Meetings of the members shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be determined from time to time by resolution of the Board of Directors.

SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS

The members shall meet annually on THIRD TUESDAY OF MARCH at 10 O’CLOCK AM in each year, at 10 O’CLOCK AM, or as otherwise determined by the Board of Directors for the purpose of electing directors, officers and transacting other business as may come before the meeting. Cumulative voting for the election of directors or officers shall not be permitted. The candidates receiving the highest number of votes up to the number of directors or officers to be elected shall be elected. Each voting member shall cast one vote only. The annual meeting of members for the purpose of electing directors or officers shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of members refers to this annual meeting.

If the day fixed for the annual meeting or other regular meetings falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day.

The USERS GROUP shall meet at least once per calendar year. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all Directors and Members participating in such meeting can hear one another.

Annual, Regular and Special meetings shall be opened exclusively to those qualifying for membership in the USER GROUP as provided in Article 12, section 2 above, and invited guests as determined by the Executive Committee. Participation or attendance by any other person shall be determined by the President after consultation with the Board of Directors.

SECTION 3. SPECIAL MEETINGS OF MEMBERS

(a) Persons Who May Call Special Meetings of Members. Special meetings of the members shall be called by the Board of Directors, or the President of the corporation. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the members.

SECTION 4. NOTICE OF MEETINGS

(a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat, provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting.

(b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by mail, electronic mail, or other means of written communication, addressed to the member at the address of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the corporation is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail, electronic mail, or sent by telegram or other means of written communication.

(c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.

(d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail, electronic mail, or by telegraph to the Chairperson of the Board, President, Vice President or Secretary of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves.

(e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal.

(f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:

• 1. Removal of directors without cause;
• 2. Filling of vacancies on the Board by members;
• 3. Amending the Articles of Incorporation; and
• 4. An election to voluntarily wind up and dissolve the corporation.

SECTION 5. QUORUM FOR MEETINGS

A quorum shall consist of 34% of the voting members of the corporation. The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum. In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting.

When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days. Notwithstanding any other provision of this Article, if this corporation authorizes members to conduct a meeting with a quorum of less than one-third (1/3) of the voting power, then, if less than one-third (1/3) of the voting power actually attends a regular meeting, in person or by proxy, then no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting.

SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number.

SECTION 7. VOTING RIGHTS

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote, show of hands or by ballot as determined by the Chairperson of the meeting.

SECTION 8. PROXY VOTING

Members entitled to vote SHALL NOT be permitted to vote or act by proxy.

SECTION 9. CONDUCT OF MEETINGS

Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson, by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present in person or by proxy. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by ROBERTS RULES, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with any provision of law.

SECTION 10. ACTION BY WRITTEN OR ELECTRONIC BALLOT WITHOUT A MEETING

Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written or electronic ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of this Article.

All written or electronic ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the corporation in order to be counted.

Approval of action by written or electronic ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written or electronic ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld, they shall not be counted as votes either for or against the election of a director.

A written or electronic ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.

SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES

This corporation shall make available to members reasonable nomination and election procedures with respect to the election of directors and officers by members. Such procedures shall be reasonable given the nature, size and operations of the corporation, and shall include:

• (a) A reasonable means of nominating persons for election as directors.
• (b) A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.
• (c) A reasonable opportunity for all nominees to solicit votes.
• (d) A reasonable opportunity for all members to choose among the nominees.

Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of members held for the purpose of electing directors by any member present at the meeting in person or by proxy. However, if the corporation has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5221 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to the Board of Directors.

If this corporation has five thousand (5,000) or more members, then the nomination and election procedures specified in Section 5522 of the California Nonprofit Corporation Law shall be followed by this corporation in nominating and electing persons to the Board of Directors.

SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing or electronically to the action. The written or electronic consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

SECTION 13. RECORD DATE FOR MEETINGS

The record date for purposes of determining the members entitled to notice, voting rights, written or electronic ballot rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law.

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

We, the undersigned, are all of the persons named as the initial Directors in the Articles of Incorporation of ADDITIVE MANUFACTURING USERS GROUP, INC., a California nonprofit Corporation, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of twenty-nine (29) pages, as the Bylaws of this Corporation.

Dated: ______________________

Gary Rabinovitz, President _____________________________________________

Scott Schermer, Vice-President _____________________________________________

Mark Abshire, Vice-President _____________________________________________

Brett Bordner, Secretary _____________________________________________

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the Corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said Corporation on the date set forth below.

Dated: _______________________

Brett Bordner, Secretary _____________________________________________

download PDF