ASSOCIATION OF STEEL DISTRIBUTORS

BYLAWS
ARTICLE I
NAME

The name of this membership corporation shall be Association of Steel Distributors, Inc., ("ASD"), a not-for-profit corporation of the State of New York.

The purpose of the association shall be to foster the trade, commerce and interest of the steel distribution industry; develop customs and usage’s in trade terms, definitions and specifications, insofar as permitted by law; promote public recognition of the essential economic functions performed by the processors and distributors of steel products; provide appropriate channels for customers and the public regarding matters of importance to the distribution of iron and steel products; and to do all other things permitted by law relating to or regarding the interests of the steel distribution industry.

Section 1. Board of Directors - The board of directors shall consist of voting members and nonvoting members. The voting members shall include:

1.1 The immediate past president;

1.2 The national officers;

1.3 The regional chairman;

1.4 One (1) elected director for each ten (10) members or fraction thereof from each region.

Non-voting members shall include:

1.5 All past presidents (who shall be nonvoting).

Section 2. Number of Directors - No member firm shall have more than one (1) person connected with it serving on the board of directors, provided, however, a person may be elected to or serve on the board of directors with a past president from the same firm.

Section 3. Nominations - Nominations shall be in accordance with Article V.

Section 4. The term of office of each elected director shall be two (2) years or until his successor is elected. Officers shall be elected for a one (1) year term with a second year option if so recommended by the nominating committee and agreed to by the officer.

Section 5. Meetings - The board of directors shall meet four (4) times each year, and at such other times as the board determines. The board shall also meet upon the call of the president, or upon the written request of one-half (1/2) of the directors.

Section 6. Responsibilities - The board of directors shall manage the affairs of the association and shall have the power to employ, appoint and retain at such terms and conditions as they may determine, executive, administrative and professional staff.

Section 7. Vacancies on the Board - Vacancies on the board due to death, resignation or otherwise, shall be filled by a vote of the majority of remaining directors. Replacement for directors shall be elected pursuant to Article III, Section 1 (1.4) shall be from the same region. A replacement director shall complete the unexpired portion of the term of the director replaced.

Section 8. Removal from the Board - A director, except those elected pursuant to Article III, Section 1 (1.4), may be removed for cause by a two-thirds vote of the board of directors at any regular meeting, or special meeting called for that purpose, upon twenty (20) days prior notice to the director to be removed. The director shall be afforded a hearing by the board of directors. Directors elected by members of the region may be removed for cause by a majority vote of voting members of that region at any special or regular meeting called for that purpose, upon twenty (20) days notice to the director. A director shall be afforded a hearing before removal. Missing three consecutive meetings of the board of directors will be just cause to request resignation from that director.

Section 9. Notice of Meetings - Notice of meetings shall be given by mail, telecommunication or otherwise to each director at his last known address, not less than ten (10) days before the date of the meeting.

Section 10. Quorum - A quorum shall consist of one-half (1/2) of the members of the board authorized to vote.

Section 1. Officers - The officers of the association shall include a president, executive vice president, a vice president from each region, treasurer and secretary.

Section 2. Election - The officers of the association shall be elected annually by the board of directors with recommendation of the nominating committee. The election shall be held at the fourth quarter board of directors meeting. The term of office shall commence at the board of directors meeting held during the first quarter of the year following their election.

Section 3. Duties of Officers - The duties and powers of the officers of the association shall be as follows:

Section 3.1 President - The president shall preside at all meetings of the board of directors and membership meetings. He shall call regular and special meetings of the directors in accordance with the bylaws. He shall appoint, remove, employ and discharge, and fix the compensation of employees, and agents of the association, subject to the direction and approval of the board of directors. He may execute contracts on behalf of the association, subject to the approval of the board of directors. He shall perform all duties incident to the position and office of president.

Section 3.2 Executive Vice President - During the absence of the president to perform his duties or exercise his powers, the executive vice president shall act in his place. It is also his responsibility to ensure that all regional VP's and directors are functioning in the best interests of the association.

Section 3.2A Regional Vice Presidents - It shall be the responsibility of each regional VP to ensure that program committees are functioning in a timely manner. In the event the executive vice president is unable to serve, one of the regional vice presidents will be appointed by the president to complete the remainder of the vacated term. The executive committee shall then appoint a new regional vice president to fill the remainder of their vacated term.

Section 3.3 Secretary - The secretary shall keep the books and records of the association, maintain membership records, and attest to association documents.

Section 3.4 Treasurer - The treasurer shall have the care and custody, and be responsible for all the funds and property of the association. The treasurer shall render a statement of the condition of the finances of the association at each meeting of the board of directors, and at such other times as may be required and shall present a financial report to the members at the annual meeting. The treasurer shall do and perform all duties pertaining to the office of treasurer.

Section 4. Record Keeping - The record keeping function of the secretary and treasurer may be assigned by the board of directors to an executive director retained or employed by the association.

Section 5. Bond - The treasurer, or any other person employed or retained by the association, shall, if required by the board of directors, give the association such security for faithful discharge of his duties as the board may direct, at the expense of the association.

Section 6. Removal - The board of directors may remove for cause, any officer by a two-thirds (2/3) vote at any regular meeting, or special meeting called for that purpose, provided however that at least twenty (20) days notice shall have been given, and the opportunity granted the officer to be heard.

Section 1. Nominating Committee - The nominating committee shall consist of three (3) members. If the current president does not wish to seek a second term or is completing a second term, he shall chair the nominating committee. Otherwise, the immediate past president shall chair the nominating committee. The nominating committee will consist of the immediate past president, prior past president and one other past president as selected by the chair with approval of the board of directors.

Section 2. Slate of Nominees - The nominating committee shall present a slate of nominees for officer positions to the board not less than thirty (30 days) prior to the fourth quarter board of directors meeting at which officers shall be elected. Candidates for officer positions must be an officer in their respective companies or their firms President/CEO must authorize (in writing) the individual to act as a representative of their firm. Candidates shall meet the following requirements: president.....must have served as a current board member in good standing for at least one year. In addition, he must have served in one of the following positions, president, executive vice president, treasurer, secretary or regional vice president. Candidates for executive vice president, treasurer, secretary or regional vice president must be a current board members in good standing with a minimum of one (1) year experience on the board of directors.

Section 2.1 Qualifications - Candidates for Positions on the ASD Board of Directors must meet the following criteria:

• Be an ASD Regular member in good standing for a minimum of 3 years
• Member firm must be in business for a minimum of 3 years (to be confirmed by CPA)
• Member firm must maintain a minimum of $500,000 in inventory (to be confirmed by CPA)
• Member firm must have a minimum of $5 million in annual sales (to be confirmed by CPA)
• Candidate must be an active participant in ASD meetings
• Candidate must secure nominations from 3 ASD member firms
• Candidate must provide letter of support from CEO of member firm if not a partner in firm.

Section 3. Additional Nominations - Additional nominations may be made for officer positions at the board of directors meeting at which the officers are elected.

Section 4. Director Nominations - Nominations for directors shall be in accordance with the provisions of Article IX, Regions, Regional Officers and Directors.

Section 1. Dues and Assessments - The board of directors shall establish the dues for the various classes of membership from time to time; and shall establish such classifications as the board may decide. The board may also determine fees and assessments from time to time as the board deems necessary.

Section 2. Budget - The finance committee of the board of directors shall propose a budget for consideration by the board prior to the fourth quarter meeting of the board of directors. The board of directors shall act on the budget at that quarterly meeting.

Section 1. Membership - The membership of ASD shall consist of Regular (voting), Associate (nonvoting), Mill Associate (nonvoting), and Allied (nonvoting) members. Membership is subject to the qualifications and admissions procedures outlined below.

Section 2. Regular Members - Regular members shall include any proprietorship, partnership or corporation whose principal business is the distribution of steel products and which meets the qualifications under Section 3.

Section 3. Regular Member Qualifications - Regular members shall meet the following qualifications: they shall utilize one or more fixed site distribution facilities; purchase for their own account and own a minimum of $300,000 in inventory or steel products or in processing equipment; have a minimum of $3,000,000 in yearly sales; utilize various material handling and/or processing equipment; have capability to receive, warehouse and deliver or ship products from each distribution facility; and meet such other uniform criteria as the board of directors may establish within the contemplation of the Articles of Incorporation and these bylaws, including Sections 3.1-3.2.

3.1 An applicant shall have been in the business of distributing steel products three (3) years immediately preceding application for membership.

3.2 Applicant shall demonstrate financial stability, and satisfactory business reputation.

Section 4. Associate Members - Associate members shall include any sole proprietorship, partnership or corporation whose principal business is the distribution of steel products. Associates shall include companies that do not qualify as regular members at the time of application. Associate members shall include brokers and steel distributors who do not qualify as regular members.

Section 5. Mill Associate Members - Mill associate members shall include any corporation, partnership, or sole proprietorship whose business interests are not limited to machinery and equipment manufacturers and their agents, trucking companies, and other trade organizations that can provide specific information useful to ASD or its members. Mill associates shall include domestic mills, foreign mills or trading companies.

Section 6. Allied Members - Allied members shall include any corporation, partnership, or sole proprietorship whose business interests are allied to the steel distribution industry and the goals of ASD, including but not limited to machinery and equipment manufacturers and their agents, trucking companies, and other trade organizations that can provide specific information useful to ASD or its members.

Section 7. Membership Application - Application for membership shall be made on such form or forms as the board of directors shall direct from time to time, and shall be accompanied by the payment for annual or adjusted dues, and application or processing fee, if any. The dues and fees shall be determined from time to time by the board of directors.

Section 8. Membership Application Procedures - Election to membership shall be attained by a majority vote of the membership committee. The board of directors shall establish procedures for the processing of membership applications including application forms; procedures to be followed by committee members, board of directors and staff in reviewing applications and determining qualifications under these bylaws and such other procedural steps as the board of directors shall require from time to time.

Section 9. Voting and Attendance at Meetings -

9.1 Regular members may attend all regional and national membership meetings with right to discussion and vote on any motion. They may attend all board of directors meetings and shall have the right of discussion other than on a motion. Regular members may hold regional and/or national office and/or directorship.

9.2 Associate members and mill associate members may attend all regional and national membership meetings except those declared closed to all but regular members by the regional chairman or the national board of directors respectively; but shall not have a vote or other rights or privileges except discussion other than on a motion; and shall not be entitled to hold office as an officer or director at the regional or national level; but may serve on committees in any capacity unless otherwise provided by these bylaws.

9.3 Allied members may attend regional and national membership meetings except those declared closed to all but regular members by the regional chairman or the national board of directors respectively; but shall not be entitled to vote or to other rights of regular membership, nor entitled to hold office as an officer or director at the regional or national level; but may serve on committees if invited to do so by the committee chairman.

 

Section 1. Standing Committees - The president shall appoint the following standing committees, with the approval of the board of directors: bylaws, executive committee, finance, government relations, membership, convention and fall conference. The president shall appoint such other committees as he deems necessary during his term.

Section 2. Finance Committee - The treasurer shall serve as chairman of the finance committee.

Section 3. Executive Committee - The executive committee shall consist of the president, vice presidents, secretary, treasurer and immediate past president. The president may appoint two (2) additional directors as members of the executive committee. The executive committee is authorized to transact business between meetings of the board of directors, acting in place of the board, and supervise all standing committees and regional chairmen. The executive committee shall meet at the call of the president or upon written request of any three (3) members of the committee. Two-thirds (2/3) of the members of the executive committee shall constitute a quorum.

Section 1. Regions - the board of directors may establish regions and designate geographic areas of each region within the association as deemed necessary by majority vote of the board. It shall be the responsibility of the regional vice president to ensure that respective regions function within the constitution and bylaws of the association, and in accordance with the policies established by the board of directors. Each region must conduct a minimum of three (3) business meetings in a calendar year for the benefit of their members.

Section 2. Regional Vice Presidents - Each region shall have a regional vice president who shall serve as chairman of the nominating committee (consisting of two (2) current members appointed by the Vice President) which shall recommend candidates regional directors.

Section 1. Power to Indemnify - The association shall have the power to indemnify any person who is or was an officer, director, committee member, employee or agent of the association to the full extent permitted by law.

Section 2. Liability Insurance - The association may purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, employee or agent of the association against any liability asserted and incurred by such persons in any capacity arising out of the person's services on behalf of the association, whether or not the association would have the power to indemnify him against such liability.

The association shall use its funds only to accomplish the objectives and purposes specified in its Articles of Incorporation and these bylaws, and no part of its funds shall insure, or be distributed to the members of the association. On dissolution of the association, any funds remaining shall be distributed to one or more regularly

organized and qualified professional societies, trade association, charitable, educational, scientific or philanthropic organizations exempt from taxation under Internal Revenue code 501 (c) selected by the board of directors.

These bylaws may be amended at any regular or special meeting of the board of directors by a vote of two-thirds (2/3) of the directors present, provided that notice of the proposed amendment(s) has been given to the members of the board of directors at least ten (10) days prior to the meeting.