IFPRI By Laws

INTERNATIONAL FINE PARTICLE RESEARCH INSTITUTE, INC.

BY-LAWS

ARTICLE I - MEMBERS

Section 1. Eligibility

Subject to the laws of the United States regulating the export of technical information, any corporation,

proprietorship,partnership, association or other business entity engaged in fine-particle related

manufacturing, specifying, or processing may become a member by entering into a membership agreement

in a form approved by the Board of Directors and by paying an amount to be established equitably and

fairly from time to time by the Board of Directors (“membership fee”).

Section 2. Term

Each membership shall be for a term of three years, unless otherwise provided by the Board of Directors.

Any member may extend its membership for additional terms by paying, in respect of each such term, the

then existing membership fee.

Section 3. AnnualMeeting

An annual meeting of the members, for the election of directors to succeed those whose terms expire and

for the transaction of such other business as may properly come before the meeting, shall be held at such

place, on such date, and at such time as the Board of Directors shall each year fix.

Section 4. SpecialMeetings

Special meetings of the members, for any purpose or purposes prescribed in the notice of the meeting, may

be called by the Board of Directors, the Chairman of the Board of Directors, or the President and shall be

held at such place, on such date, and at such time as they or he shall fix. It shall be the duty of the

Chairman of the Board of Directors to call a special meeting of the members whenever requested to do so

in writing by a majority of the members.

Section 5. Notice of Meetings

Notice of the place, date, and time of all meetings of the members shall be given, not less than ten nor

more than sixty days before the date on which the meeting is to be held, to each member entitled to vote at

such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as

required from time to time by the General Corporation Law of the State of Delaware or the Certificate of

Incorporation).When a meeting is adjourned to another place, date or time, notice need not be given of the

adjourned meeting if the place, date, and time thereof are announced at the meeting at which the

adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days

after the date for which the meeting was originally noticed, or if a new record date is fixed for the

adjourned meeting, notice of the place, date, and time of the adjourned meeting shall be given in

conformity herewith. At any adjourned meeting, any business may be transacted which might have been

transacted at the original meeting.

Section 6. Record Date

The record date for determining members entitled to notice of or to vote at a meeting of members shall be

at the close of business on the day next proceeding the day on which notice is given, or if notice is waived,

at the close of business on the day next preceding the day on which the meeting is held, and the record date

for determining members entitled to express consent to corporate action in writing without a meeting,

when no prior action by the Board of Directors is necessary, shall be the day on which the first written

consent is expressed.

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Those persons, and only those persons, who are members on the record date shall be entitled to notice of

or to vote at any meeting of members or any adjournment thereof, or to express consent to corporate

action in writing without a meeting.

Section 7. Quorum

At any meeting of the members, one-fifth (1/5) of the members entitled to vote at the meeting, present in

person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the

presence of a larger number may be required by law.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the majority of the members

entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or

time.

If a notice of any adjourned special meeting of members is sent to all members entitled to vote thereat,

stating that it will be held with those present constituting a quorum, then except as otherwise required by

law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined

by a majority of the votes cast at such meeting.

Section 8. Organisation

Such person as the Board of Directors may have designated or, in the absence of such a person, the highest

ranking officer of the corporation who is present, shall call to order any meeting of the members and act as

chairman of the meeting. The Secretary shall act as secretary of the meeting. In the absence of the

Secretary, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

Section 9. Conduct of Business

The chairman of any meeting of members shall determine the order of business and the procedure at the

meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in

order.

Section 10. Proxies and Voting

At any meeting of the members, every member entitled to vote may vote in person or by proxy authorised

by an instrument in writing filed in accordance with the procedure established for the meeting.

Each member shall have one vote, except as otherwise provided herein or required by law.

All voting, except where otherwise required by law, may be by a voice vote; provided, however, that upon

demand therefore by a member entitled to vote or his proxy, a ballot vote shall be taken. Each ballot shall

state the name of the member or proxy voting and such other information as may be required under the

procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or

inspectors appointed by the chairman of the meeting.

Except as otherwise provided herein or required by law, all matters shall be determined by a majority of the

votes cast.

Section 11. Membership List

A complete list of members entitled to vote at any meeting of members, arranged in alphabetical order and

showing the address of each such member, shall be open to the examination of any such member, for any

purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior

to the meeting, at the principal office of the corporation.

The membership list shall also be kept at the place of the meeting during the whole time thereof and shall

be open to the examination of any such member who is present. This list shall presumptively determine the

identity of the members entitled to vote at the meeting.

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ARTICLE II - BOARD OF DIRECTORS

Section 1. Number and Term of Office

The number of directors who shall constitute the whole board shall be such number of directors as are each

year nominated and elected to the Board of Directors by the members; provided, however, that the number

of directors shall not exceed the number of members of the corporation. Each director shall be elected for

a term of one year and until his successor is elected and qualified, except as otherwise provided herein or

required by law. Each member shall have the right to nominate and elect one member of the Board of

Directors.

Section 2. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and

at such time or times as shall have been established by the Board of Directors and publicised among all

directors. A notice of each regular meeting shall not be required.

Section 3. SpecialMeetings.

Special meetings of the Board of Directors may be called by one-fifth of the directors then in office or by

the Chairman of the Board or the President and shall be held at such place, on such date, and at such time

as they or he shall fix. Notice of the purpose, place, date, and time of each such special meeting shall be

given each director by whom it is not waived by mailing written notice not less than ten days before the

meeting or by telegraphing or telexing the same not less than five days before the meeting.

Section 4. Chairman and Vice Chairman.

The Board of Directors, at its first meeting after every annual meeting of members, shall appoint from its

membership a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors.

Candidates for such positions shall be directors nominated by the Nominating Committee or nominated by

any director at such meeting.

Section 5. Quorum.

At any meeting of the Board of Directors, one-fifth of the total number of the whole board shall constitute

a quorum for all purposes. If a quorum shall fail to attend any meeting a majority of those present may

adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings by Conference Telephone

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such

board or committee by means of conference telephone or similar communications equipment by means of

which all persons participating in the meeting can hear each other and such participation shall constitute

presence in person at such meeting.

Section 7. Conduct of Business.

At any meeting of the Board of directors, business shall be transacted in such order and manner as the

board may from time to time determine, and all matters shall be determined by the vote of a majority of the

directors present, except as otherwise provided herein or required by law. Action may be taken by the

Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or

writings are filed with the minutes of proceedings of the Board of Directors.

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Section 8. Powers

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such

acts and things as may be exercised or done by the corporation, including, without limiting the generality

of the foregoing, the unqualified power;

(1) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall

determine;

(2) To authorise the creation, making and issuance, in such form as it may determine, or written

obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things

necessary in connection therewith;

(3) To remove any officer of the corporation with or without cause, and from time to time to devolve

the powers and duties of any officer upon any other person for the time being;

(4) To confer upon any officer of the corporation the power to appoint, remove and suspend

subordinate officers and agents;

(5) To select, or to authorize any officer of the corporation to select, one or more technologists who

shall supervise the conduct of research and development work, and to determine the salaries or other

remuneration to be paid to such technologists;

(6) To let contracts for the performance of research and study projects to academic or other

institutions or to individuals;

(7) To adopt from time to time regulations, not inconsistent with these by-laws, for the management of

the corporation’s business and affairs.

Section 9. Compensation of Directors

Directors, as such, shall serve without salary or other compensation but, by resolution of the Board of

Directors, may be allowed the expenses of attending meetings of the Board. Nothing herein contained

shall be construed to preclude any Director from serving the corporation in any capacity as an officer,

agent, or otherwise and receiving compensation therefor.

ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the directors present at any meeting of directors at

which a quorum is present, may from time to time designate an Executive Committee and other

committees of the board, with such lawfully delegable powers and duties as it thereby confers, to serve at

the pleasure of the board and shall, for those committees, elect a director or directors to serve as the

member or members, designating, if it desires, other directors as alternate members who may replace any

absent or disqualified member at any meeting of the committee. In the absence or disqualification of any

member of any committee and any alternate member in his place, the member or members of the committee

present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum,

may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the

place of the absent or disqualified member.

Section 2. Executive Committee.

The Executive Committee, if designated, shall consist of seven members, two of whom shall be the

Chairman and Vice Chairman of the Board of Directors, whom shall also serve as Chairman and Vice

Chairman, respectively, of the Executive Committee, and the remainder of whom shall be selected from

directors nominated by the Nominating Committee or by any member of the Board of Directors.

Except with respect to matters delegated to another committee and except as shall have been otherwise

provided by the Board of Directors, the Executive Committee during the intervals between meetings of the

Board of Directors shall have all of the powers and duties of the Board of Directors which it may lawfully

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delegate to a committee of the Board of Directors, including specifically the power and authority of the

Board of Directors in reference to adopting and recommending to members amendments to the Certificate

of Incorporation of the corporation, adopting and recommending to members an agreement of merger or

consolidation, and recommending to the members a dissolution of the corporation or a revocation of a

dissolution. The Executive committee shall also have the power to designate subcommittees thereof

which subcommittees shall have and exercise such of the powers and duties of the Executive Committee as

the Executive Committee by resolution shall designate. All action taken by the Executive Committee since

the last meeting of the Board of Directors shall be reported to the Board at its next meeting.

All meetings of the Executive Committee shall be held on the call of the Chairman, the President, the Vice

Chairman or any two members. Minutes of all meetings of the Executive Committee shall be kept and

submitted to the Board of directors at or before its next meeting.

During the intervals between meetings of the Executive Committee, the chairman thereof shall have such

of the powers and duties of the Executive Committee as shall have been conferred upon him by the Board

of Directors or the Executive Committee.

Vacancies occurring in the Executive Committee by reason of death, resignation, or otherwise, shall be

filled by the Board of Directors at any regular or special meeting of the Board of Directors, but the

Chairman of the Board of Directors shall have the authority to make interim appointments to fill any such

vacancies, and any Director so appointed by the Chairman shall serve until the next following meeting of

the Board of directors.

Section 3. Conduct of Business

Each committee may determine the procedural rules for meeting and conducting its business and shall act

in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall

be made for notice to members of all meetings; a majority of the members shall constitute a quorum unless

the committee shall consist of one member, in which event one member shall constitute a quorum; and all

matters shall be determined by a majority vote of the members present. Action may be taken by any

committee without a meeting if all members thereof consent thereto in writing, and the writing or writings

are filed with the minutes of the proceedings of such committee.

ARTICLE IV - OFFICERS

Section 1. Generally.

The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary, A

Treasurer and such other subordinate officers as may from time to time be appointed by the Board of

Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first

meeting after every annual meeting of members. Each officer shall hold his office until his successor is

elected and qualified or until his earlier resignation or removal. Any number of officers may be held by the

same person except that the officers of President and Secretary may not be held by the same person.

Unless otherwise provided by the Board of Directors, the officers of the corporation shall serve without

compensation.

Section 2. President

The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws

and to the direction of the Board of Directors, he shall have the responsibility for the general

management and control of the affairs and business of the corporation and shall perform all duties and have

all powers which are commonly incident to the office of chief executive or which are delegated to him by

the Board of Directors. He shall have power to sign all membership certificates, contracts and other

instruments of the corporation which are authorized. He shall have general supervision and direction of all

of the other officers and agents of the corporation. The President shall also issue or cause to be issued all

authorized notices for all meetings of the members and the Board of Directors. The President may, with

the agreement of the Board of Directors, undertake the duties of the Treasurer as outlined in Section 5

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following. In such a case a Secretary/Treasurer shall be appointed.

The President shall be an ex-officio member of the Executive, Technical and Nominating Committee and

may instruct a Vice President to attend in his place in all cases without a vote.

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Section 3. Vice Presidents.

Each of the Executive Vice Presidents and each of the other Vice Presidents shall have such duties and

powers as may from time to time be delegated to him by the Board of directors or by the President. In the

absence or disability of the President, any Executive Vice President or Vice President designated by the

President or the Board of Directors shall have the duties and powers of the President.

Section 4. Secretary and Assistant Secretaries.

The Secretary shall keep minutes of all meetings of the members and the Board of Directors. He shall have

charge of the corporate books and records, and shall affix the corporate seal to corporate documents and

attest the same when authorized by the President, a Vice President, the Board of Directors or any

committee thereof. The Secretary shall cause to be prepared and made out, at least ten days before every

meeting of members, a full, true and correct list, in alphabetical order, of the names and addresses of all

members on the books of the corporation and shall certify such list for use at such meeting. He shall have

such other duties and powers as are commonly incident to his office or are delegated to him by the Board

of directors or by the President. The Board of Directors may appoint one or more Assistant Secretaries

who shall have such powers and perform such duties as the Board may direct.

Section 5. Treasurer and Assistant Treasurers.

The Treasurer shall be responsible for keeping a full and accurate account of all receipts and disbursements

in the books of the corporation and for the deposit of all monies and other valuable effects in the name and

to the credit of the corporation in such depositories as may be designated by the Board of Directors. He

shall have authority to receive and give full discharge for the same, and to endorse for deposit on behalf of

the corporation all checks, drafts, notes, warrants, orders and other papers requiring endorsement. He

shall be responsible for the disbursement of the monies of the corporation under the direction of the Board

of Directors. He may, in the discretion of the Board of directors, be required to give a bond in any amount

satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the

restoration to the corporation in case of his death, resignation, or removal from office of all books, papers,

vouchers, money, or other property of whatever kind in his possession, belonging to the corporation. He

shall cause to be prepared annually, or at more frequent intervals if so requested by the Board of Directors,

a full statement of the finances of the corporation. He shall perform such other duties as may be conferred

upon him by the Board of Directors or by the President. The Board of Directors may appoint one or more

Assistant Treasurers who shall have such powers and perform such duties as the Board of Directors may

direct.

Section 6. Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other

officers or agents, notwithstanding any other provision hereof. Where the President also undertakes the

Treasurers role as outlined in Section 5 above, the combined office of Secretary/Treasurer shall carry out

the duties of the Secretary with oversight of the Treasurers function on a semi-annual basis through the

Audit Report.

Section 7. Removal

Any officer of the corporation may be removed at any time, with or without cause, by the Board of

Directors.

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Section 8. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President shall have the power to vote and

otherwise act on behalf of the corporation, in person or by proxy, at any meeting of members of or with

respect to any action of members of any other corporation in which this corporation may hold securities

and otherwise to exercise any and all rights and powers which this corporation may possess by reason of

its ownership of securities in such other corporation.

ARTICLE V - SCIENTIFIC ADVISORS

Section 1.

The Board of Directors may from time to time appoint up to five (5) scientific advisors having expertise in

fine-particle technology (the “Scientific Advisors”) to act as advisors to the corporation, the Technical

Advisory Committee, and the Technical Committee, if any.

Section 2. Function.

The function of the Scientific Advisors is to advise the Technical Advisory Committee in the Committee’s

selection of appropriate research areas, the selection of academic or other institutions to perform research,

and the direction of research; to solicit new members of the corporation; and otherwise to assist in

achieving the objectives for which the corporation has been formed. The Scientific Advisors shall serve

upon such terms and conditions as shall be approved by the Board of Directors, but without compensation

except to the extent otherwise specifically provided. Nothing herein contained shall be construed to

preclude any Scientific Advisor, his or her University Department or Organisation, or members of the

faculty of his or her University Department or Organisation from entering into contracts with the

corporation to perform or assist in technical research and to receive compensation thereof.

Section 3. Termination.

Any Scientific Advisor shall serve at the pleasure of the Board of Directors and shall be subject to

termination at any time, with or without cause, at the direction of the Board or its Executive Committee.

ARTICLE VI - TECHNICAL ADVISORY COMMITTEE

Section 1. Appointment of Members.

Each member of the corporation shall be entitled to appoint one member of the Technical Advisory

committee of the corporation and may change its appointment at any time. The appointed representative

of each member shall serve during the term of membership of such member in the corporation. If any

member of the corporation shall cease to be a member, the terms of its appointed representative to the

Technical Advisory Committee shall end.

Section 2. Functions.

The function of the Technical Advisory Committee shall be to advise the Board of Directors on all

technical matters, to suggest the programs to be conducted, to recommend where and how technical work

shall be conducted, and to direct and review the efforts of all research programs. The Technical Advisory

Committee shall elect from among its membership a Chairman and a Vice Chairman from candidates

nominated by the Nominating Committee or by any member of such Committee.

Section 3. Quorum.

At any meeting of the Technical Advisory Committee, one-fifth (1/5) of the members thereof shall

constitute a quorum for all purposes.

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Section 4. Meetings.

Meetings of the Technical Advisory Committee may be called by the Board of Directors, the President, or

the Chairman or Vice Chairman of the Technical Advisory Committee and shall be held at such place, on

such date, and at such time as they or he shall fix.

Section 5. Technical Committee

The Technical Advisory Committee may elect from its membership a subcommittee to be known as the

Technical Committee which shall consist of the Chairman and Vice Chairman of the Technical Advisory

Committee and * other members of the Technical Advisory Committee.

* Eight (Effective from 12.06.94.)

Vacancies occurring in the Technical Committee, by death, resignation, or otherwise, shall be filled by the

Technical Advisory Committee at any meeting thereof, but the Chairman of the Board of Directors with

the advice of the Chairman of the Technical Committee shall have the authority to make interim

appointments from among the members of the Technical Advisory Committee to fill such vacancies, and

anyone so appointed by the Chairman of the Board of Directors shall serve until the next following

meeting of the Technical Advisory Committee. The Scientific Advisors and the President attend by virtue

of office without a vote.

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Section 6. Minutes.

The Technical Advisory Committee and Technical Committee shall keep regular minutes of their

proceedings and report the same to the Board of directors at its next meeting.

Section 7. Compensation

Each member of the Technical Advisory Committee and the Technical Committee shall serve without

salary or other compensation but, by resolution of the Board of Directors, may be allowed the expenses of

attending the meetings of such committees. Nothing herein contained shall be construed to preclude any

member of the Technical Advisory Committee or Technical Committee from serving the corporation in any

other capacity as an officer, agent, or otherwise, and receiving compensation therefor.

ARTICLE VII - NOMINATING COMMITTEE

Section 1. Committee.

There shall be a Nominating Committee of the corporation consisting of the Chairman of the Board of

Directors and the Chairman of the Technical Advisory Committee, both ex officio, and three other

members appointed by the Chairman of the Board from the combined membership of the Board of

Directors and the Technical Advisory Committee. The Chairman of the Board of Directors shall designate

one of the three appointees to be Chairman of the Nominating Committee. The Nominating Committee,

including the ex officio members shall, in its total complement of five members, consist of three members

who are Directors and two members from the Technical Advisory Committee. To the extent feasible and

practicable in the sole judgement of the Chairman of the Board of Directors, the three members appointed

by him shall consist of the immediately past Chairman of the Board of Directors and one member each

from the Board of Directors and the Technical Advisory committee, each of whom is not an officer nor a

member of the Executive Committees. The President attends ex officio without a vote.

Section 2. Functions.

The Nominating Committee shall propose candidates for the elections of: (1) Chairman and Vice

Chairman of the Board of Directors, the Technical Advisory Committee, and the Technical Committee; (2)

members of the Executive Committee other than the Chairman and Vice Chairman; and (3) officers.

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Section 3. Term.

The members of the Nominating Committee shall serve, in the case of the two ex officio members, until

they are replaced in their offices and, in the case of the three appointed members, until replacements are

appointed by the Chairman of the Board of Directors.

Section 4. Quorum.

At any meeting of the Nominating Committee, a majority of the members thereof shall constitute a quorum

for all purposes.

Section 5. Meeting.

Meetings of the Nominating Committee may be called by the President, the Chairman of the Board of

Directors or by the Chairman of the Technical Advisory Committee, the Nominating Committee, or by any

two members of the Nominating Committee, and shall be held at such place, on such date, and at such time

as they or he shall fix.

ARTICLE VIII - CORPORATE ACTIVITIES

Section 1. Purpose and Activities.

The corporation has been formed as a nonprofit corporation to promote and conduct research in the

processing, handling, reacting, mixing, conveying, producing, recovering, or the like, of fine-particle solids

alone or in a mixture with any liquid or gaseous form of fluid. To the extent feasible and practicable, all

research will be published in established technical journals or otherwise placed in the public domain. The

corporation may undertake or coordinate specific engineering or research work for others, at their

expense, as a sponsor of the work, if such work shall be considered by the corporation to advance the

purposes of the corporation and if the sponsor shall agree that the results thereof may be placed in the

public domain.

ARTICLE IX - NOTICES

Section 1. Notices.

Whenever notice is required to be given to any member, director, officer, or agent, such requirement shall

not be construed to mean personal notice. Such notice may in every instance be effectively given by

depositing a writing in a post office or letter box, in a post-paid, sealed wrapper, or by any form of direct

electronic communication such as e-mail, which may be received in written form, addressed to such

member, director, officer, or agent at his or her address as the same appears on the books of the

corporation. The time when such notice is dispatched shall be the time of the giving of the notice.

.

Section 2. Waivers.

A written waiver or waiver received by electronic means in written form of any notice, signed by a

member, director, officer, or agent, whether before or after the time of the event for which notice is to be

given, shall be deemed equivalent to the notice required to be given to such member, director, officer, or

agent. Neither the business nor the purpose of any meeting need to be specified in such a waiver.

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ARTICLE X - MISCELLANEOUS

Section 1. Facsimile Signatures.

Facsimile signatures of any officer or officers of the corporation may be used whenever and as authorised

by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal

shall be in charge of the President or the Secretary. If and when so directed by the Board of Directors or

a Committee thereof, duplicates of the seal may be kept and used by the Treasurer or by the Assistant

Secretary or Assistant Treasurer.

Section 3. Reliance Upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of

the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the

books of account or other records of the corporation, including reports made to the corporation by any of

its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

Section 4. Resignations.

Any director, officer, committee member, scientific advisor or consultant may resign at any time by giving

written notice to the Board of Directors, the President or the Secretary. Unless otherwise specified in such

written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such

officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Time Periods.

In applying any provision of these by-laws which require that an act to be done or not done a specified

number of days prior to an event or that an act be done during a period of a specified number of days prior

to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of

the event shall be included.

Section 6. Patents.

The corporation may own patents. Consistent with the purpose of the corporation to make the results of

investigation and studies available to the public, the corporation shall grant to each member a

nonexclusive, royalty-free license to any patent or patent application or an invention made during the

course of membership. The corporation may also license any patent or patent application on a

nonexclusive basis to nonmembers for a reasonable royalty.

Section 7. Dissolution.

Upon any dissolution of the corporation, no member, director or officer of the corporation or any private

individual shall be entitled to share in the distribution of any of the corporate assets. The balance of all

assets of the corporation remaining after the payment of all debts and obligations of the corporation shall

be distributed as provided in the Certificate of Incorporation to any one or more organisations organized

and operated exclusively for scientific or educational purposes and which qualify under Section 501 (c) (3)

of the International Revenue Code of 1954, as the same may be amended from time to time.

Section 8. Amendments.

These by-laws may be amended or repealed by the Board of Directors at any meeting or by the members at

any meeting, provided that the text of such amendment(s) or a brief summary of the changes to be effected

thereby shall have been set forth in the notice of any such meeting.

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ARTICLE XI - ASSOCIATE MEMBERS

Section 1. Statement

IFPRI shall have a class of membership called Associate Member.

Section 2. Eligibility and Term.

The terms set out in Article 1 (Members), Sections 1 and 2 shall apply to Associate Members ( all

reference to Members an membership shall be deemed to include Associate Members and Associate

Membership in these sections), subject to the limitations set out in the following sections 4 - 6.

Section 3. Status.

Associate Members are not Directors and may not be Directors of IFPRI and have no right to vote on any

matter nor appoint Technical Representatives to any IFPRI’s committees.

Section 4. Limitations of Numbers.

There shall be a limit of 10 Associate Members at any one time.

Section 5. Limitation on Company Size.

Associate Members as eligible under Section 2 above shall not have more than 50 employees.

(Subsidiaries of large companies are not eligible for this category of membership).

Section 6. Proposals for Associate Membership

Proposals for Associate Membership may be made by members of IFPRI, the President or the IFPRI

Advisors. Such proposals shall be considered for approval by the Board of Directors.

Section 7. Privileges of Associate Membership.

As Associate member who has paid their membership fee for the IFPRI membership year (September 1st

to August 31st next following) shall be entitled to:

1. One representative shall be invited to the IFPRI Annual Meeting in that year of membership and to

receive all meeting notes and documentation or other material as received by members other an invitations

to or proceedings of Board Meetings or Business meetings of Members and their Advisors.

2. To receive copies of newsletters to members.

3. To receive up to six annual or final reports issued during their year of membership at their

selection from the total available reports for that year.

4. To purchase for an amount to be set by the Board (currently $100/copy) any other IFPRI report

issued in the current or earlier years providing the report is available from the Presidents office.

5. Associate Members may attend meetings of the Technical Advisory Committee as observers and

may speak but not vote. They may not attend meetings of the Board of Directors.

6. Associate Members are entitled to a list of members, their representatives and to a listing of

research associates for their personal/private use but shall at all times observe the confidentiality of such

lists.

Effective Date July 28th, 1998