The name of the organization shall be the ________________ EMPLOYEES ASSOCIATION (and shall be referred to throughout these Bylaws as the Association).

Section 1 The principal office of the Association shall be in the City of ___________, State of Washington.

Section 2 The Association's Executive Board shall be free to rent office space to carry out the duties of the Association.

Jurisdiction shall be determined by the Executive Board or proper legal authority. All persons who are employees in a bargaining unit represented by the Association or such unit of employees who have signified, by singing a petition or other means, their desire for the Association to represent them for purposes of lawful Concerted Activities affecting wages, hours and conditions of employment are eligible for membership in the Association.

Section 1 All persons eligible for membership as provided in Article III and within the jurisdiction of the Association will be eligible for active membership.

Section 2 HONORARY MEMBERSHIP. Persons may be elected Honorary Members by a majority vote of the members of the Association. Honorary Members shall not pay initiation fees, dues or other charges and shall have no voice or vote in the Association. Such membership may be revoked by the Association.

Section 3 This Association, its officers, representatives, and members shall recognize, observe and be bound by the provisions of these Bylaws.

Section 4 RIGHTS OF MEMBERS. Every member in good standing shall have the right to attend any Association General or Special meeting and to participate in such meeting in accordance with the Bylaws of the Association, to vote in any election of Officers, to vote on the acceptance of any offer for a labor contract as well as to fully and freely participate in all Association activities as permitted by these Bylaws. Executive Board meetings shall be in executive session and may precede, follow or occur during any General or Special meeting as called by the President.

Section 5 NON-MEMBERS. Members who fail to pay their dues, assessments, or Fair-Share payments, within periods prescribed by the Bylaws, and the Labor Contract, or any other existing contract between the Association and any member(s) employer, shall be notified by the Treasurer of the Association that they are delinquent and will be automatically suspended and lose their good standing if payment is not made within sixty (60) days following such notification. Delinquent and suspended members and all employees who are not members shall not entitled to voice or vote in the Association.

5.1. If a member of any bargaining unit refuses to join the Association, and the collective bargaining agreement does not compel membership in good standing such employee shall not be entitled to any of the rights and privileges granted by these Bylaws except according to A) and B) below.

A) The Association shall represent any employee who is eligible for membership in Section 1 of this Article and shall assess a "fair share" payment from any employee who is not a member in good standing and who solicits the assistance of the Association through the filing of a grievance under the collective bargaining agreement between an employer and the Association. The Association is not required to lend its assistance to any employee who does not agree to fair share payments unless the Association is required by law to render such assistance without payment.

B) Fair share payment shall be assessed based on the years of employment with the employer and the then current dues and assessments as follows: current monthly dues (or monthly equivalent) times the years of employment, not to exceed 10 years, plus a one time fee in the amount to be established annually by the Executive Board.

C) By majority vote of the Executive Board fair share dues may be waived when the grievance to be processed by the Association is of such a nature that it is in the best interest of Association members that the Association process the matter to conclusion.

D) The Executive Board may establish such uniform payments by non-members seeking the assistance of the Association and who after paying their fair share dues wish to become members and upon such payment the non-member shall become a member in good standing.

5.2. Non-members will be invited to join the Association during their first thirty (30) days of employment in a bargaining unit of the Association or the effective date of the collective bargaining agreement if they are currently an employee. If they fail to join, the Association may assess fair share of dues in accordance with the procedures outlined in Section 5.1 B) of this Article V.

Section 6 RETIRED MEMBERS. Any member in good standing who retires from employment and who was in good standing on the date of retirement automatically becomes an Honorary Member of the Association as defined in Section 2 of this Article.

Section 7 DISABLED MEMBER. Any member in good standing who is on long-term disability and has not retired, retains his/her full membership status and has all the rights and benefits pertaining thereto with the exception that he/she is not required to pay dues to the Association as long as he/she is on disability status as recognized by the Executive Board.

Section 8 INACTIVE MEMBERS. Any member in good standing who takes a leave of absence without pay from their employment within a represented bargaining unit for longer than thirty (30) days shall be placed on inactive status. Such inactive members shall not be required to pay dues and shall have no vote in the business of the Association or be eligible to hold office while on inactive status. All other membership rights shall remain in effect. Upon the employee's return to paid employment status within any represented bargaining unit, the member's active status shall be automatically reinstated.

Section 1 REGULAR MEETINGS. Regular meetings of this Association shall be held at a day and time determined by the Executive Board but, on a regular basis no less frequent than twice each calendar year. The place will be determined by the President and be posted, along with the time, on the Association bulletin board at least seven (7) days in advance of the meeting.

Section 2 ANNUAL MEETING. The meeting shall be held by the first Friday in July or at a time and place determined by the Executive Board and announced at least one month in advance of the meeting. The annual meeting shall be for the purpose of electing officers of the Association and to transact such other business of the Association as placed on the Agenda by the Executive Board or requiring that such business be accomplished at the Association's Annual meeting.

Section 3 SPECIAL MEETINGS. Special Meetings may be called in three ways:

3.1. By a majority vote of the Executive Board.

3.2. By an aggrieved member for the purpose of appealing a decision by the Grievance Committee that was upheld by the Executive Board regarding a discharge grievance filed by said member regarding their discharge by an employer party to an agreement with the Association.

3.3. Ten percent (10%) of the members in good standing, but not less than ten (10) may petition the Executive Board to call a special meeting.

Any request for a special meeting under Nos. 2 or 3, above, shall be in writing and shall specifically state what business shall be included on the agenda and no other business shall be in order at that meeting.

It shall be the responsibility of the Executive Board to notify, in writing, all members in good standing of the time and place of the meeting, and the agenda, at least forty-eight (48) hours prior to the meeting. Such notice may be by posting at the members' place of employment. Special Meetings shall be limited to the specific item of business listed on the proposed agenda. Proxy votes shall be allowed on business discussed at special meetings only to the extent that the advance notification meets the requirements set forth in Article VII, Section 11, Special Elections.

Section 4 QUORUM. The quorum for any meeting of this Association shall be ten percent (10%) of the members in good standing. In the event a quorum is not achieved all agenda items shall be postponed until the next duly constituted meeting occurs.

Section 5 RULES OF PROCEDURE. Unless otherwise stated within the Bylaws, all meetings shall be governed by Roberts Rules of Order.

Section 6 DISSENT. A member who is present at any meeting of the Association at which action on any Association matter is taken shall be presumed to have assented to the holdings of the meeting and action taken unless his/her dissent or objection shall be entered in the minutes of the meeting or unless he/she shall write his/her written dissent or objection to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right of dissent shall not apply to a member who voted in favor of such action.

Section 7 PETITIONS. Twenty percent (20%) of the members in good standing, but not less than ten (10) may petition the Executive Board to place an item on the Agenda of the Annual, Regular or Special meeting and such item, if opposed by the Executive Board, shall be "conditionally added" to the Agenda and upon a motion with a second and a majority vote of those attending the meeting such item shall be added to the Agenda and shall be taken up as an Agenda item for that meeting.

Section 8 EXECUTIVE SESSION. At any meeting of the Association the officers may by majority vote, elect to go into Executive Session excluding therefrom all members not designated in the motion from the Executive Session. The purpose of the Executive Session shall be to achieve harmony among the officers as to Association business and direction.

Section 1 DESIGNATION. The officers of this Association shall consist of President, First Vice-President, Second Vice-President, Secretary and Treasurer, which together will constitute the Executive Board.

Section 2 ELIGIBILITY FOR OFFICE. Any member in good standing shall be eligible to be a candidate for any office in this Association except that candidates for the office of President must have served at least one term as a member of the Executive Board of this Association. All officers must be employees of an employer signatory to a labor agreement with the Association or an employee of an employer where the Association seeks to represent employees.

Section 3 TERM OF OFFICE. Officers shall hold office for three (3) year terms and until the election and installation of their successors, unless recalled from office as provided by these Bylaws. The President and First Vice-President shall be elected initially for a three-year term and thereafter, for three-year terms. The Second Vice-President and Secretary shall be initially elected for a two-year term and subsequently be elected for three-year terms on alternative years from the President and First Vice-President. The Treasurer shall initially be elected for a one (1) year term and subsequently be elected on a three (3) year term on alternate years from any other officer election.

Section 4 RECALL FROM OFFICE. Officers of this Association can be recalled from office for the following reasons: acts which are determined by a court of jurisdiction to be criminal acts; failure to remain a full member in good standing in the Association; failure to meet their responsibilities to the Association absent good reason or such other reason as shall be determined to be sufficient by four (4) members of the Executive Board. A recall election may be initiated by a petition to the Executive Board signed by at least twenty-five percent (25%) of the members in good standing in the Association. Such a petition shall contain any allegations against any Officer(s) and any other justification for such recall election. Recall elections shall be by secret written ballot according to the provisions of Article VII.

Section 5 DUTIES. The Executive Board shall be responsible for the administration of the financial, policy, and other day-to-day matters affecting the Association where such duty or duties may be delegated by the Executive Board to any willing member of the Executive Board or the Association.

Section 1 METHOD OF NOMINATION. The method of nominations for officer candidates is as set down under the duties of the Nominating Committee.

Section 2 RIGHTS OF CANDIDATES. Every candidate for office shall have the right to request distribution of campaign literature, by mail or otherwise, to all members in good standing, at the candidate's own expense. There shall be no discrimination in favor of or against any bona fide candidate with regard to the use of the membership lists.

Section 3 USE OF FUNDS PROHIBITED IN ELECTIONS. No funds received by this Association through initiation fees, dues, or assessments or otherwise, shall be contributed or applied to promote the candidacy of any person in election of officers. This Section does not prevent the expenditure from Association funds for notices, factual statements of issues and other necessary expenses to conduct elections so long as they do not involve promotion of any candidate or Association governance issue.

Section 4 METHOD OF VOTING. Elections of officers shall be by secret, written ballot, even though only one candidate is nominated for a given office. There shall be no voting by proxy in the election of Association officers. The candidate receiving a majority of the ballots cast shall be declared elected. If no candidate receives a majority of the ballots cast, the balloting shall continue through a run-off election in which only the two (2) candidates receiving the greatest number of votes shall participate until there is a majority, eliminating the candidate receiving the lowest vote.

Section 5 BALLOTS. For the election of officers, ballots will be available to each member of the Association in good standing, at least seven (7) days prior to the Annual meeting, in the form prescribed elsewhere in these Bylaws. Association members in good standing may then cast their vote for the candidate of their choice and deliver their ballots to a sealed box to be located near the Association bulletin board. Votes may be placed in the ballot box from the time of delivering the ballots until one (1) hour prior to the Annual Meeting, at which time the Secretary will bring the ballots, unopened, to the Annual meeting to be counted. At the Annual Meeting members who have not yet cast their votes will be given the opportunity to do so. In the event of a runoff, ties will be broken by secret ballot cast by a majority of the membership present at the Annual Meeting.

Section 6 FORM OF BALLOT. Each ballot shall be in a form prescribed by the Executive Board and shall contain the name of every candidate, showing the office the nominee is running for. Each member shall be furnished a ballot and two envelopes. One envelope shall be plain and one shall contain the printed name of the member. Members shall insert the ballot in the plain envelope and insert the plain envelope in the envelope with his/her name thereon. The member will then sign by the printed name with his/her signature and place the ballot in the ballot box.

Section 7 COUNTING OF BALLOTS. At the time of counting of ballots the Secretary, in the presence of a volunteer member, shall open the sealed box and as each envelope is removed, shall verify that the name thereon is that of a member in good standing and eligible to vote. The Secretary shall remove the unmarked envelope and segregate it. When all the signed envelopes have been opened and verified, the Secretary and the volunteer member shall then open and count the ballots contained in the unmarked envelopes.

Section 8 CERTIFICATION OF RESULTS. The Secretary shall sign the tally sheets which constitute the official results of the election. Ballots shall be preserved by the Secretary for one (1) month following an election.

Section 9 VACANCIES IN OFFICE. When an office becomes vacant by reason of death, resignation, promotion, or recall of the incumbent, the Executive Board, by majority vote, may leave the position vacant for any period of time or fill the position by appointment until the next scheduled election for the office.

Section 10 ORDER OF ATTRITION. In the case that the President shall be unable to complete a term of office, he/she shall be succeeded by the First Vice-President, Second Vice-President, Secretary, Treasurer, in that order, provided that the successor shall be an office holder by election of the membership and not by appointment.

Section 11 SPECIAL ELECTIONS. Votes on initiation fees, increase in membership dues, on offers for settlement of collective bargaining negotiations, reinstatement fees, special assessments and recall of an officer shall be by secret written ballot and follow the methods set forth in Sections 5, 6, 7 and 8 of this Article, except that the time limits shall apply to the next scheduled meeting instead of the Annual Meeting. All other votes of regular Association business may be, at the option of the presiding officer, by voice or show of hands during a regular or special meeting.

Proxy votes will be permitted in special elections provided that they are in the proper form and signed, and that the business to be voted on was included in the official agenda and posted for a period of seven (7) days prior to the meeting. Proxy votes will not be allowed for the elections of Officers, amendments to the Bylaws or on issues affecting financial assessments to the members as listed in paragraph 1, above.

A proxy vote shall consist of the following form: Each vote shall be specified on a separate sheet of paper (approximately 3" x 5") and shall contain either a blanket proxy votable by the bearer, or shall specify the issue and the desired vote. Each proxy shall be signed by the maker and endorsed by the bearer. The results of the ballot shall be subject to verification of the proxies. Any proxy that is unclear as to how a vote is to be cast shall be void.

Section 1 PRESIDENT. It shall be the duty of the President to preside at all meetings of the Association and at meetings of the Executive Board. The President shall be the executive head of the Association. The President shall be a member ex officio of all Committees. The President shall appoint such committees as may be provided for in the Bylaws and such special committees as may be authorized by the Executive Board of the Association. Together with the Treasurer and/or the First Vice President, the President may sign orders and checks lawfully drawn. The President shall enforce strict observance of the Articles of Incorporation and Bylaws of the Association. The President shall have general supervision of the other officers and chairman of committees.

The President shall discharge on behalf of the Association such duties as may be imposed upon him/her applicable by law, including the execution and filing of any reports to the federal or state authorities, and the President shall cause to be maintained by the Association such records as the law requires to be kept.

Section 2 FIRST VICE-PRESIDENT. The First Vice-President shall assist the President in such a manner as the President may determine. In the absence of the President, he/she the First Vice-President shall preside at meetings of the association and of the Executive Board. The First Vice-President shall be chairman of the Grievance Committee.

Section 3 SECOND VICE-PRESIDENT. The Second Vice-President shall assist the President in such a manner as the President shall determine. The Second Vice-President shall be the chairman of the Bargaining Committee. The Second Vice-President shall report to the Association on the activities of the Bargaining Unit.

Section 4 SECRETARY. The Secretary shall discharge on behalf of the Association, such duties as may be imposed upon him/her by the President or by applicable law:

4.1. Maintain and have custody of all documents, records, books and papers belonging to the Association and/or required by law.

4.2. Keep an accurate record of the meetings of the Association and the Executive Board.

4.3. Attest all official documents with his/her signature.

4.4. Conduct the correspondence of the Association promptly.

4.5. Serve as Chairman of the Nominating Committee.

4.6 Conduct elections as required by these Bylaws.

4.6. Maintain the official list of members of the organization in an accurate and current manner, including listings of retired and honorary members, and members not in good standing.

Section 5 TREASURER. The Treasurer shall discharge on behalf of the Association, such duties as may be imposed upon him/her by the President or by applicable law including the execution and filing of any reports to federal or state authorities, including, but not limited to the following:

5.1. Receive all money due the Association, from whatever source, and disburse the same only by check signed by him/her and the President or First Vice-President.

5.2. Maintain and keep current and accurate records of members' dues payments, assessments and all other financial transactions.

5.3. Be prepared to exhibit receipts and vouchers upon the audit of the Association's books.

5.4. Present to the membership at each regular meeting, an accounting of the past month's financial transactions to provide accountability and justification of any disbursements.

Section 6 EXECUTIVE BOARD. The Executive Board shall consist of the President, First Vice-President, Second Vice-President, Secretary and Treasurer. It shall be the duty of the Executive Board to exercise general supervision and control of the invested funds and property of the Association. The Association's funds may only be invested in accounts or funds which are either federally insured or which are backed by the full faith and credit of the U.S. government. It shall have the authority to act in the name of the Association during intervals between meetings, such acts being subject to confirmation by the membership at the next regular meeting of the Association. It shall meet at the call of the President or on a call signed by a majority of the membership or in the case of Special Meetings, by a written request as provided elsewhere in these Bylaws. A majority of the Executive Board shall constitute a quorum for the purposes of any decisions by the Executive Board.

Section 1 NOMINATING COMMITTEE. The Nominating Committee is a standing committee for the purpose of presenting a slate of officers for the Association at the Annual Meeting. The Nominating Committee shall be appointed by the President to serve for a term of one (1) year, commencing sixty (60) days prior to the Annual Meeting. The Secretary shall chair the Nominating Committee and the committee shall consist of the Secretary and two (2) members in good standing appointed by the President.

1.1 METHOD OF NOMINATION. The Nominating Committee is responsible for presenting a ballot of at least one candidate for each office of the Association to be filled.

1.2 MEMBER NOMINATIONS. In addition, any member in good standing may make nominations for officers of the Association. Nominations shall be in writing stating: the name of the member nominated, the office nominated for, the name and signature of the person making the nomination, the signature of the nominee signifying their willingness to serve and the signatures of not less than ten percent (10%), but not more than 20, of the members in good standing supporting the nominee. Properly completed nominations shall be delivered to the Nominating Committee not less than thirty (30) days before the Annual Meeting. Nominations will be closed thirty (30) days before the Annual meeting. The Nominating Committee will then present to each Association member in good standing a ballot as prescribed in Article VII, Sections 5 and 6 of the Bylaws. Voting shall be conducted as specified in Article VII, Sections 4, 5, 7 and 8.

Section 2 GRIEVANCE COMMITTEE. The Grievance Committee shall be appointed by the President and shall consist of four (4) members in good standing one of whom shall be the First Vice-President who shall be the chair. The President shall vote when necessary to break a tie. A quorum shall consist of the First Vice-President and two (2) other members one of whom may be the President.

2.1 A grievance shall be defined as any dispute between labor and management cognizable under the Labor Contract between the Association and any employer. The procedure shall be set forth in the current Labor Contract between the Association and any employer. In addition to the steps set forth in the Grievance Procedure of the Labor Contract, the Grievance Committee will operate under the following rules.

2.2 Before any arbitration procedure is invoked under any section of any Labor Contract the member wanting assistance or help of the Association shall appeal, in writing, to the Committee. The Grievance Committee will determine by vote, the validity of the Grievance, after due investigation.

2.3 Appeal of any decision not to litigate the grievance of any bargaining unit member may be made to the Executive Board at a Special or Regular Meeting called by the President on petition of the aggrieved as set forth in Article V, Section 3 of these Bylaws. The Executive Board shall make a determination of the prospects of successful litigation of the claim and the cost versus benefit to be derived to all Association members from the pursuit of the claim. The Association is not required to litigate all claims of the members and the Grievance Committee/Executive Board is empowered to determine which matters the Association will pursue at Association expense. The decision of the Grievance Committee, or on appeal the Executive Board, shall be final and binding on all bargaining unit members.

2.4 There will be an indefinite amount of money to assist in the legal defense of any member suspended or dismissed for reasons believed to be unjust, and any other grievance found by Grievance Committee or the body at large to be warranted. The Executive Board may call for an assessment of the members to pursue grievances.

Section 3 BARGAINING COMMITTEE. The Bargaining Committee shall be appointed by the President and shall consist of the President, three (3) members-at-large who are in good standing, and be chaired by the Second Vice-President and may be appointed on an employer/employee unit basis. The Committee shall conduct contract negotiations with any employer. The members shall be responsible for the gathering and formal presentation of any and all supportive or resource material deemed necessary for the productive pursuit of negotiations. The Second Vice-President shall keep the membership appraised of the status of negotiations. Whenever possible employees of the affected employer shall serve on the Negotiations Committee and shall, if possible, be compensated by the employer for such activities.

Section 4 TEMPORARY COMMITTEES. In addition to the above listed standing committees, the President may appoint, at any Regular Meeting, temporary committees as necessary to conduct the business of the Association. Committee members shall be appointed from Association members in good standing and shall serve as long as necessary to conduct the business of the committee they were appointed for.

Section 1 Dues, Fair Share, fees and other assessments shall be paid by the payroll deduction plan as set forth in the Labor Contract between the Association and any signatory employer or if not available shall be paid by check by the member or fair share in satisfaction of their obligations to the Association. All such obligations shall be lawful debts fully collectable as permitted by law.

Section 2 Dues, fair share, fees and other assessments (member financial obligations) shall be set by the Executive Board no more frequently than on an annual basis. Once the member finical obligations have been set by the Executive Board there shall be a posting of such determination for not less than 60 days. During the 60 day posting period if at least 30% of the members in good standing petition the Executive Board for a referendum to the membership to confirm such financial obligations a vote to determine the matter shall be set within 30 days of certification of the petition by the Secretary. In the event 60% of all members in good standing vote for a reversal of the revised financial obligation amount as set by the Executive Board such change shall not be effected and the Executive Board shall establish a new financial obligation amount whereupon the procedure shall be repeated.

In the event the Association shall be required by law to obtain an audit of its books and records the financial records of this Association shall be audited by a firm to be selected by the Executive Board.

Preface This Association has been created as an alternative to large national and international unions. The members highly prize their independence and control of the Association. Accordingly, the process of affiliation and merger is designed to require broad support of the membership after careful deliberation of the merits as loss of autonomy is certain to result form such action by the Association.

Section 1 All questions of merger or affiliation, of any type, nature or method, whether such merger or affiliation be partial or complete, regardless of the terms used for such action, shall exclusively be determined by the Executive Board using only the procedure of this Article without omission of any part.

1.1 All costs associated with the administration of this Article XII shall be estimated by the President and confirmed by the Executive Board prior to any question of merger affiliation is considered. The estimated cost once determined, plus 20% for over-runs, shall be tendered to the Association Treasurer by the organization seeking affiliation or merger with the Association prior to any cost being incurred by the Association in furtherance of such affiliation or merger.

Section 2 Twenty percent (20%) of the membership, but not less than ten (10) members in good standing, must jointly petition the President requesting that the Association affiliate or merge only with a National or International Union which itself is affiliated with the AFL-CIO of the United States. Upon such petition the matter shall be presented to the Executive Board who shall deliberate on the matter for 60 days for the purpose of fact-finding and evaluating the proposed advantages and disadvantages to Association members of such affiliation or merger.

2.1 After due-deliberation and upon a majority vote of the executive Board the question of affiliation or merger shall be presented to the membership for their consideration. There shall be a period of not less than 90 days where in the Executive Board shall publish its findings of advantages and disadvantages of merger or affiliation such that the membership shall make an informed vote on the matter. For all purposes of this Article XII membership shall mean all classes of membership provided for in Article IV except for delinquent members and bargaining unit employees who are not members.

2.2 Upon completion of the notice period required by Section 2.1 the President shall call for a vote upon the matter in the same manner and method as proscribed for the election of officers in Article VI of these By Laws.

2.3 Should over 66.66% of the members eligible to vote approve the merger or affiliation the matter shall be referred back to the Executive Board for a final vote of the Bargaining Unit(s) who would be affected by such merger of affiliation.

Section 3 In the event 66.66% of the members eligible to vote shall approve the proposed merger or affiliation the question shall be put to all Bargaining Unit persons who by virtue of a Labor Contract between the Association and any employer, could have a third party interest in such action and would be affected by such affiliation or merger.

3.1 The President shall post for a period of not less than 90 days a notice to all affected Bargaining Unit members (employees) that a question of affiliation or merger has been approved by the Executive Board and members in good standing of the Association. The Executive Board shall publish its findings of advantages and disadvantages such that the employees shall make an informed vote on the matter.

3.2 The President shall prepare a ballot preprinted "Shall the association (affiliate) (merge) with _____ (named organization) ____. ( ) Yes ( ) No.

The employees shall be given an opportunity to vote on the question of affiliation or merger in the same manner and method as proscribed for the election of officers in Article VI of these By Laws.

3.3 In the event over 50% of the employees eligible to vote shall approve proceeding with the proposed merger or affiliation the President shall call a Special Meeting of the Executive Board for the purpose of obtaining a proposed "Agreement of affiliation or merger" from the organization with who such action has been approved according to the procedures of this Article.

Section 4 In the event the President shall successfully achieve an agreement as required by Section 3.3 such agreement shall be submitted to the Executive Board for their approval.

4.1 After due-deliberation of not less than 60 days and upon a majority vote of the executive Board the approval of the agreement for affiliation or merger shall be presented to the membership for their consideration. There shall be a period of not less than 90 days where in the Executive Board shall publish its findings of advantages and disadvantages such that the membership shall make an informed vote on approving the agreement for merger or affiliation.

4.2 Upon completion of the notice period required by Section 4.1 the President shall call for a vote upon the matter in the same manner and method as proscribed for the election of officers in Article VI of these By Laws.

4.3 Should over 50% of the members eligible to vote approve the merger or affiliation the matter shall be referred back to the Executive Board for a final vote of all Bargaining Unit persons who would be affected by such agreement for merger of affiliation.

Section 5 In the event over 50% of the members eligible to vote shall approve the proposed agreement for merger or affiliation as required by Section 4.3 the question shall be put to all Bargaining Unit members who by virtue of a Labor Agreement with the Association would be affected by such agreement for affiliation or merger.

5.1 The President shall post for a period of not less than 90 days a notice to all affected Bargaining Unit members (employees) that a question of the agreement for affiliation or merger that has been approved by the Executive Board and members in good standing of the Association. The Executive Board shall publish its findings of advantages and disadvantages such that the employees shall make an informed vote on the matter.

5.2 The President shall prepare a ballot preprinted "Shall the Association enter into the agreement for (affiliation) (merger) with _____ (named organization) ____. ( ) Yes ( ) No.

The employees shall be given an opportunity to vote on the question of affiliation or merger in the same manner and method as proscribed for the election of officers in Article VI of these By Laws.

5.3 In the event over 50% of the employees eligible to vote shall approve the agreement merger or affiliation the President shall enter into the approved agreement for merger or affiliation as approved according to the requirements of this Article. In the event the agreement for merger or affiliation should be changed in any way it shall again be approved beginning with Section 4 of this Article.

Section 6 All publications and notices required by this Article shall be truthful and factual in nature. No promises of benefit to members or employees shall be made unless such promises are warranted in writing by the organization seeking to affiliate or merge with the Association and such warranty is signed by an official capable of legally biding maker and such warranty accompanies all such promises. Employees and members shall be free of threats or reprisals from the Association for their expression of a point of view regarding any pending action of affiliation or merger.

Section 7 Wherever this article requires a vote of all Bargaining Unit persons affected by a merger action the President shall obtain from all affected employers a list of all bargaining unit persons based on the most recent payroll. Such payroll listing shall be the voter eligibility list. The list of members in good standing eligible to vote shall be provided by the Association Treasure from the records of the Association.

Section 8 This Article of the By Laws shall only be amended by a vote of 75% of all affected bargaining unit persons (employees) in recognition of their "third party beneficiary" status of the Associations activities.

Section 1 OFFERS SUBJECT TO ACCEPTANCE. All terms and conditions of employment agreed to or offered by an employer shall be considered to be "an offer for a Labor Contract" between the offering employer and the Association for the benefit of an affected bargaining unit. Such offers shall be subject to acceptance by the affected bargaining unit members in good standing prior to being accepted by the Association. The Bargaining Committee shall present the offer to the affected members in goods standing stating their recommendation to accept, reject or without recommendation.

Section 2 OPPORTUNITY TO VOTE. The affected members in good standing shall be given an opportunity to accept or reject any bona fide offer of their employer by majority vote of those voting to accept or reject such offer. If accepted, the contract is final. If an offer is rejected the Bargaining Committee will attempt to obtain concessions from the employer such that an offer will be accepted.

Section 3 ACCEPTANCE & REJECTION. In the event an offer shall be accepted by a majority of those voting on the offer the association shall notify the employer of the Association's acceptance of the offer and the date of such ratification vote by affected members. Likewise notafcation shall ocur for a rejected offer.

Section 4 LAST AND FINAL OFFER. In the event the Executive Committee, in its sole discretion, determines the offer by an employer is a "Last, Best and Final" offer such offer must be rejected by 65% of all affected members who are eligible to vote and if not rejected by such percentage that offer shall become the agreement between the Association and the employer.

Section 5 PERSUASIVE ACTION. In the event an offer is rejected as provided in Section 4 of this Article the Executive Committee shall, at its sole discretion as to action to be taken and timing of such action, take any lawful action in an effort to persuade the employer to make an offer to the Association that is acceptable to affected members.

Amendments, revisions and repeal amendments; revision and repeal of these Bylaws, except for any alteration of Article XII, may be made by a majority vote of those full members in good standing of this Association, which are present at any Annual, Regular or Special Meeting, provided that notice of such meeting set forth at least fifteen (15) days prior to the meeting, staging such amendment, revision or repeal will be considered at the specified meeting at which the vote will be taken.

These Bylaws are adopted as of this ______ day of __________, 20__ by the incorporators and Founding Members of the Association at its incorporation meeting of the same date.

I _______________ Secretary of the Association attest and certify these to be the true and correct By-Lays of the Association and shall be the governance of the Association until amended as herein provided. These Bylaws shall be filed with the Secretary of State in the State of Association formation.

By: _______________________________

Secretary