Section 1. Name — The name of this Institute shall be the SPRING MANUFACTURERS INSTITUTE.

Section 2. Office — The principal office of the Institute shall be maintained in Illinois. Other offices may be established within or without the State of Illinois as required by law and as the Board of Directors of the Institute may from time to time determine.

The purposes of this Institute shall be to promote the best interests of the precision mechanical springs manufacturing industry; and

1) To serve, support and educate North American precision mechanical spring manufacturers (including without limitation American, Canadian and Mexican springmakers) in the pursuit of competitiveness in world markets;

2. To consider and deal by all lawful means with common problems of members, such as those involved in the production, distribution, employment and financial functions of the industry; to secure cooperative action in advancing by all lawful means the business purposes of its members; and, to promote activities designed to enable the industry to conduct itself with the greatest economy and efficiency.

3. To afford due consideration to and expression of opinion upon questions affecting the industry and to promote the common business interests of the industry.

4. When appropriate, to cooperate with other industries and organizations in furtherance of Institute purposes.

5. To conduct or engage in all lawful activities in furtherance of the foregoing purposes, or incidental thereto.

Section 1. Classes of Members — There shall be four classes of members:

1.1 Regular
1.2 Associate
1.3 Honorary
1.4 Internal Producers

Section 2. Regular Membership — Any North American firm or corporation or North American branch of an international firm or corporation shall be eligible for Regular membership in the Institute which:

2.1 Manufactures precision mechanical springs with a majority of its production sold to unrelated companies. An unrelated company is defined as any firm holding less than 40% ownership, either directly or indirectly through a holding company, in the springmaking company.

2.2 Has its principal locations and principal operations in North America

2.3 Has a reputation for business integrity and sound character; and

2.4 Meets such other uniform requirements as may be established by the Board of Directors.

Section 3. Associate Membership — Any firm or corporation shall be eligible for Associate Membership in the Institute which:

3.1 Supplies directly to firms or corporations eligible for Regular Membership materials, equipment or services, provided such materials, equipment or services are either incorporated in the finished spring product or are used directly in the manufacture and/or design of such product;

3.2 Has a reputation for business integrity and sound character; and

3.3 Meets such other uniform requirements as may be established by the Board of Directors.

Section 4. Honorary Membership — Any SMI member representative shall be eligible who has:

4.1 Served as president or served as committee chairman or as a director; and

4.2 Is retired from daily participation in the spring manufacturing industry.

Section 5. Internal Producers Membership — Any North American firm or corporation or North American branch of an international firm or corporation shall be eligible for Internal Producers membership in the Institute which:

5.1 Manufactures precision mechanical springs with a majority of its production sold to related companies. A related company is defined as any firm holding more than 40% ownership, either directly or indirectly through a holding company, in the springmaking company.

5.2 Has its principal locations and principal operations in North America

5.3 Has a reputation for business integrity and sound character; and

5.4 Meets such other uniform requirements as may be established by the Board of Directors.

Section 6. Election of Members — Any person, firm or corporation eligible for membership under these bylaws may be elected to membership on written application in accordance with procedures adopted by the Board of Directors for such election.

Section 7. Privileges of Regular Membership — Each Regular member firm or corporation shall appoint and certify to the Executive Vice President of the Institute a person plus an alternate to be its representative in the Institute and who shall represent, vote and act for the member in all affairs of the Institute. Each Regular member shall have one vote, plus one additional vote for each dues-paying branch plant of such member. Regular members shall have such other rights and privileges as may be established by the Board of Directors. Only Regular members shall be eligible to participate in all activities and services of the Institute, and attend all regular and special meetings.

Section 8. Privileges of Associate Members — Each Associate member shall appoint a representative and an alternate who shall represent the Associate member firm without the right to vote. Each representative and his alternate must be from the executive level. Representatives of Associate member firms may attend conventions of the Institute including any other representative who may be appointed by the Board to serve on an SMI operating committee or active task force. Associate members may participate in the general membership meetings of the Institute and shall receive pertinent Institute communications. Associate members shall have such other rights and privileges as may be established by the Board of Directors.

Section 9. Privileges of Honorary Members — Honorary members shall have all privileges of Regular membership, except the right to vote, and shall have such other rights and privileges as may be established by the Board of Directors.

Section 10. Privileges of Internal Producer Members — Each Internal Producer member shall appoint a representative and an alternate who shall represent the Internal Producer member firm without the right to vote. Each representative and his alternate must be from the executive level. Representatives of Internal Producer member firms may attend conventions of the Institute member firm. Internal Producer members may participate in the general membership meetings of the Institute and shall receive pertinent Institute communications. Internal Producer members shall have such other rights and privileges as may be established by the Board of Directors.

Section 11. Duration of Membership and Resignation — Membership in this Institute may terminate by voluntary withdrawal, or otherwise pursuant to these Bylaws. All rights, privileges and interest of a member in or to the Institute shall cease on the termination of membership for whatever reason. Any member may, by giving written notice of such intention, withdraw from membership. Such notice shall be presented to the Board of Directors at the next succeeding meeting of the Board of Directors. Withdrawals shall be effective upon fulfillment of all obligations for the current year and payment of any special assessments due prior to the receipt of the notice of resignation.

Section 12. Censure, Suspension or Expulsion — Members of the Institute may be censured, suspended or terminated for cause. Sufficient cause for such censure, suspension or termination of membership shall be a violation of the Bylaws or any rule or practice duly adopted by the Institute, or any other conduct prejudicial to the interests of the Institute. Censure, suspension or expulsion shall be by the affirmative vote of two-thirds of the Board of Directors at any regular or special meeting at which a quorum is present; provided, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person with or without counsel and to present any defense to such charges before action is taken by the Board of Directors.

Section 1. Dues and Assessments — Annual dues and assessments, if any, for members of the Institute and the payment date, in advance, shall be determined by the Board of Directors, and approved by a majority vote of those Regular members present in person or by proxy at a duly called meeting of the Institute.

Section 2. Contributions — The Institute at any time may accept and use contributions or gifts made to it by any person, firm or corporation.

Section 3. Failure to Pay — Members who fail to pay their dues or assessments within 90 days from the time they become due shall be notified by the Executive Vice President or an officer as may be designated for such purposes by the Board of Directors and, if payment is not made within the next succeeding thirty days, may, without further notice and without hearing, be removed from membership and thereupon forfeit all rights and privileges of membership; provided, that the Board of Directors, by rule, may prescribe procedures for extending the time of payment of dues and assessments and continuation of membership privileges upon request of a member and for good cause shown.

Section 1. Annual Meeting — There shall be an annual meeting of the Institute as ordered by the Board of Directors, for the election of members of the Board of Directors, receipt of annual reports, and for the transaction of other business. Notice of such meeting shall be mailed to the last reported address of each Regular member at least ten but not more than sixty days before the time appointed for the meeting.

Section 2. Special Meetings — Special meetings of the Institute may be called by the President, Executive Vice President or a majority of the Board of Directors, or shall be called by the President upon the written request of twenty-five percent or more of the Regular members. Notice of any special meetings shall be faxed or mailed to the last recorded address of each Regular member at least ten days but not more than forty days before the time appointed for the meeting with a statement of time and place of the meeting and information as to the subject matter to be considered.

Section 3. Quorum — A majority of the Regular members, present in person or by proxy, shall constitute a quorum at any meeting of Regular members. If a quorum is not present, a majority of the members present may adjourn the meeting, from time to time, without any further notice, until a quorum is present.

Section 1. Composition and Term of the Board — The Board shall consist of one representative from each of the regions, plus twelve (12) directors-at-large, plus the President, Vice President, Secretary/Treasurer, Immediate Past President and the Executive Vice President who will serve ex officio; provided, however, that if the Regular members fail to elect the prescribed number of representatives from any given region, because the regional officers failed to suggest the requisite number of nominees from the region; or, because the Nominating Committee failed to nominate the requisite number of representatives from the region; or otherwise, then the size of the Board shall be reduced accordingly. Without limiting the generality of the foregoing, the minimum number of Directors shall be 21 and the maximum number of Directors shall be 26, and the number of Directors may be fixed or changed from time to time, within said minimum and maximum, by the Directors without further amendment to the Bylaws; if the level of regional representation requires an amendment to the Bylaws in order to modify the foregoing variable range, then the Board of Directors shall have authority to amend the minimum and maximum numbers stated above so as to comply with the requirements of the Illinois General Not For Profit Corporation Act of 1986, as amended, or any successor statute.

Each Director shall serve a two-year term and until a successor is elected. At the conclusion of the term, each may be nominated and elected to a second two-year term. Those directors chairing a committee shall be eligible for one or more additional two-year terms; other than sitting committee chairs, no director shall be eligible for reelection after a second, consecutive two-year term until after passage of one year.

The nomination of regional candidates will be with the advice of regional officers. Each regional candidate must be an owner or employee of a member of the Spring Manufacturers Institute at the time the name is submitted for consideration to the Nominating Committee of the Institute. To the extent possible, all terms will be staggered

Section 2. Power of Board — The Board of Directors shall have supervision, control and direction of the affairs of the Institute, shall determine its policies or changes therein within the limits of the Bylaws, shall actively pursue its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 3. Meetings — The Board of Directors shall have a regular meeting at the time and place of the annual meeting of Regular members, the Board shall meet upon call of the President, or shall be called for meeting by the President upon the written request of a majority of the members of the Board of Directors at such time and place as may be designated. Notice of all meetings of the Board of Directors shall be sent to each member of the Board at his last recorded address at least five but not more than forty days before the time appointed for such meeting.

Section 4. Special Meetings — The Board shall meet upon call of the President, or shall be called for meeting by the President upon the written request of one-third of the members of the Board of Directors at such time and place as may be designated. Notice of all meetings of the Board of Directors shall be faxed or mailed to each member of the Board at his last recorded address at least five but not more than fifteen days before the time appointed for such meeting.

Section 5. Quorum — A majority of the Directors then in office shall constitute a quorum at any meeting of the Board. If a quorum is not present, a majority of those Directors present may adjourn the meeting from time to time without further notice until a quorum is present.

Section 6. Compensation — Directors, as such, shall not receive any stated compensation for their services as directors, but the Board of Directors may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses by designated officers of the Institute. Nothing herein shall preclude a director from serving the Institute in any other capacity and receiving compensation for such services.

Section 7. Resignation or Removal — Any Director may resign at any time by giving written notice to the President, the Executive Vice President or to the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the President or the Board. Any Director may be removed by a majority vote of the membership at any regular or special meeting at which a quorum is present. Any officer or director shall be deemed to have resigned or shall cease to hold the elective position when he/she should become disassociated with a member firm for over 90 days.

Section 8. Appointment to the Board — In the event that a current member of the Board of Directors resigns or is removed, the Board may appoint a replacement who will serve the remainder of the unexpired term. If the vacancy results in a region having less than its appropriate representation, the Board will appoint a replacement from that region with the advice of the officers from that region. The Executive Committee will have no regional restrictions when filling an At-Large vacancy caused by resignation or removal.

Section 1. Elected Officers — The elected officers of the Institute will be representatives of the regular member companies and will be the President, Vice President, Secretary/Treasurer and such other officers as may be deemed necessary. These officers shall be elected to a two-year term and until their successors are elected by the members of the Board of Directors at the annual meeting of the Institute. The President, Vice President and Secretary/Treasurer must be members or have been members of the Board of Directors at the time of their election.

Section 2. Term of Office — Each elected officer shall take office upon election and shall serve for a term of two years and until his successor is duly elected.

Section 3. Removal — Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Institute shall be served.

Section 4. Vacancies — Vacancies in any office may be filled for the balance of the remaining term by the Board of Directors at any regular or special meeting.

Section 5. President — The President shall be the chief executive officer of the Institute, shall preside at meetings of the Institute and of the Board of Directors and of the Executive Committee and shall be a member ex officio of all committees except the Nominating Committee. He shall also, at the annual meeting of the Institute, and at such other times as he shall deem proper, communicate to the Institute or to the Board of Directors, such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the Institute, and shall perform such other duties as are necessarily incident to the office of the President or as may be specified by the Board of Directors.

Section 6. Vice President — The Vice President shall be delegated by the President to perform his duties, in the event of his temporary disability or absence from meetings, and shall perform such other duties as may be specified by the President or the Board of Directors.

Section 7: Secretary/Treasurer -- The Secretary/Treasurer shall be responsible for the duties as Secretary, including responsibility for all meeting minutes, shall issue the call for meetings and shall be responsible for maintenance of all correspondence and papers of the Institute. The Treasurer will be responsible for all Institute accounts, shall direct the collection of all monies belonging to the Institute and have the power and authority to sign checks and financial documents. He will have the authority to delegate these responsibilities to the Executive Vice President.

Section 8. Executive Vice President — The chief operating officer, administrator and manager of the Institute shall be a salaried executive or firm employed or appointed by the Board of Directors. He shall be responsible to the President and the Board of Directors. He shall have the authority to execute contracts on behalf of the Institute and as approved by the Board of Directors. He shall have the title of Executive Vice President or such other title as the Board of Directors shall from time to time designate. He shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Institute, and shall make disbursements as authorized. All sums received shall be deposited in the bank or banks, or trust company, approved by the Executive Committee, and he shall make a report at the annual meeting or when called upon by the President. He shall manage and direct all functions and activities of the Institute and perform such other duties as may be specified by the Board of Directors.

Section 9. Bonding — Any person entrusted with the handling of funds or property of the Institute, at the discretion of the Board of Directors, may be asked to furnish a fidelity bond, at the cost of the Institute.

Section 1. Establishment of Regions — There shall be geographical regions as may be established by the Board of Directors.

Section 2. Region Members — Each Regular member shall be designated as a member from the Region in which the member has its principal place of business. Branch plants shall likewise be assigned. If the member is not located in an area having a recognized region, the Board of Directors shall assign the member to the most appropriate Region based upon geographic considerations.

Section 1. Establishment — Regular members in a geographical area, in order to further the purposes of the Institute, may solicit the Board for permission to form a local association of spring manufacturers as an affiliate of the Institute.

Section 2. Rules — Affiliates may adopt such rules for the conduct of their activities as their members may determine, provided such rules shall not be in contravention of any provisions of these Bylaws.

Section 1. Appointment — The President, subject to the approval of the Board of Directors, shall appoint such standing or special committees or subcommittees as may be required by the Bylaws, by the Board or Directors, or as the President may find necessary. The President also shall appoint the chair of each committee of the Institute; provided, however, that the President shall select all committee chairmen from among the directors of the Institute.

Section 2. Executive Committee — The President, Vice President, Secretary/Treasurer and two other directors elected by the Board of Directors at its annual meeting shall constitute the Executive Committee. Four members of the Executive Committee shall constitute a quarum, and as such, the Executive Committee shall have the power to act for the Board of Directors between meetings of the Board. It shall also have such powers, duties and responsibilities as delegated from time to time by the Board of Directors.

Section 3. Nominating Committee — The President shall appoint a Nominating Committee of not less than five members who will submit a slate of nominees for the office of Director to be voted on at the annual business meeting, and a slate of nominees for officers to be voted on at the Annual meeting of the Board of Directors; provided however, that six of the twelve nominees for the director-at-large positions shall be selected by the Nominating Committee from among a group of individuals proposed by the Executive Committee. Director nominations may also be made from the floor of the Annual Meeting by any Regular Member, and officer nominations may be made by any director at the Annual Meeting of the Board

Section 4. Rules — Each committee may adopt rules for its own governance, not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

Section 1. Fiscal Year — The fiscal year shall be as determined by the Board of Directors.

Section 2. Procedures — All meetings of the Institute shall be governed by Parliamentary Law as set forth in Robert’s Rules of Order (most recent edition) when it does not conflict with these Bylaws.

Section 3. Seal — The Institute shall have a seal of such design as the Board of Directors may adopt, and it may be used by the members in accordance with the rules as may be adopted by the Board of Directors.

Section 4. Use of Funds and Dissolution — The Institute shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of its funds shall inure, or be distributed, to the members of the Institute. On dissolution of the Institute, any funds remaining shall be distributed to one or more regularly organized and qualified professional societies, trade associations, charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors.

Section 5. Indemnification — The Institute shall have the power and authority to indemnify and hold harmless to the full extent permitted by law any person who is or was a director, officer, employee or agent of the Institute or who is or was serving at the request of the Institute as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. In addition, the Institute may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Institute, or who is or was serving at the request of the Institute as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, regardless of whether the Institute would have the power to indemnify him against such liability.

These Bylaws will be automatically reviewed and updated as needed at least every five years and, at any time, may be amended, repealed or altered, in whole or part, by a majority vote of those Regular members present in person or by proxy at any business meeting. Proposed changes must be sent by mail to each Regular member firm at least seven days before any such meeting. Notwithstanding the foregoing, the minimum and maximum number of Directors, as set forth in Article VI, section 1, may be amended at any time by the Board of Directors.