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.
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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