Document v6KL56L3wwbB0nnkMOK02YjzY

: > . - . * ;1 * S..'t :* *>&- a ' " r , vii rrfc * taxes <3? lejiz * * * ' *r. f ; Js^^.-ts, B/'CSIO,- .-: 4'' l '**-* H-*- = > ir., ) CIVIC* ^.l^E-.iSCKXTAJiTf C? StATB^.' ") , *-*# S02GE 3. n*U23, " ' V ' .\.v-:->.;.: ' - ' ' ' T Secretary of Stat3of th S t*t*Ohio, do hereby certif} t* V. ' 'Jj5.'r-r-\. : ' * :' tttut tho ^oroxoiinffi*.An *sortLIf?iod oopy, -oorefully o or.y:r t a by o vltL the original record-ifcw in y official c:sbcd;. rs -Secretary -of 4$*te,.and found.-"ii&fotrue `and eerrect, of tr.e - . i. J'"- y * - '< . ' i ''At?'*'-' ;^;.^.iaiipLEs oy^Mwo^TioK cf lajic*ei* povmxxcfiwuacA, ihcoaR*?.j.vD filed in fchi* QL4m. ftjt the :25^4i'dy or XoTceifcer, a. I. 1: * - '"?. : '.4 : and recorded In ?olsae .-434, Pagevdlt 6,`- ofihe Sosordo : lacorforaiiOBn'-'''^'-*^*-*-"^" = *-'-A.:-..-. ' _. V -i * .-A.- 'i+iy ` :. . v: ' . ....... - :v-. : TUTEBSd-Joy hand and official sot 1, :it - . V;.. ,-. . " ,v .. . > '. Colaabu, -thia 2^rd u*y of i.oveaber. ao&l . ra. - -iJ-. ""X ? s.vi-'-'-.* ' 5 & -A- r-Qr.- .- .# ..V ;-'. Si -V V r *> . ' u-- V-i'.iv.'.<-Sar.: .'A*- l35b t <r - .: ' .;. A-iloorE'e 6 !-*yerc f` f .'rotary o " Ste t*. PLAINTIFF'S EXHIBIT /aruLEg or lrccKrcrjLiios OP 13* o rx !#".- v P . >ts > * _ v J!"<i ,7%.-\. * - *>.. ' ; ... ** :?r- Aib -rrcissB youypATiQH op ' AL>:mcl, iu'cosw"ArtbT" ._ V '-y,"'"'-: .- ' ' '-'^V . *' ,C'! * ' i J&f. - S*fh undersigned, a najoritj of whoa nrt- -iltizcrs .... of .tl*a -Cni-tad State* desiring to ;f ora a corporation, r.ot for ; profit, j|dir::.,til* .ttfapal Corporation Aot of Chic, do hereh;- r,;-V- . 47 L-i r . /* T ' V j- -\ ^ 'X&JMSSt "Urn nam'or-oiPr^r|ld Corporation ahall be Air noiErtoi of Airs&lWvihcor?cratsd . SSCOJTDt plaoo in.thla itato'where the prin- :lpalf.flge of tho ^orperation 4a to bw loaated is Toledo, , ujAg'-.ygSiK.J&ov* purpotj'^i-'jturpoaoa tor wh4i.cvh 8bid ; ' Cerpomtit* 'l*-'fdfxiid.*r i >.r. ?0 04>ndoct>and atinulftc researoh and investiga tion in watier* relating to air hygiene, and to gather and -d la seal ndt* information with Vpfifrena* .therOtoj 'fugs' ' * ;Vtoeooperate with and.-aiaist other a^ercics o.nd +" ergnr.iaationeaotiire In'aueh researchi and , * *;.-=-*vM .' -V s'* . ." ! ** * -oorrolato and coordinate nil auoh reaearoh .''fforta and to do any.nnd all ot|iar thins* incident thereto. Jfc&if'' -SZ' i 'following -parsona hal 1 aerve said CorP riltifMi w|!ra twet until^tt first annual nee-tint or oth*r i*o1ofi^^i4jUk.to;.;olo*^rik*tcf*i.'''` ` ' Sr*"' v `'^1 ` < "y37v v "i ' . ' . '. FIFThj Various tissue* of nenbcra-iip r..ay ie, fros tins io ,tiac, created with rot lag power, rights, ar.d privileges, and with dues and fees, as provided in the C$de of Regulations, Any person, firm, corporation, *r organisation interested in the purposes this $erperati*n nay become/itnsnbsr ofthe Corporation, e pon^*legion j*o centership by the -TrustsS . ^ v-vfenxp,',?iii annual special nestings of `%4JS - -n- " .t n*e*bjbfjcfarrbb..aasa*td Truusstteses nay be`iield at suoh tines and euoh plates, o eiitthhesr rw ----i-t-h---i-n- oi^ without the State of ^'Ohle .' "MSWiball^. haflzed by' the Jtode of Regulations and 9y-lhfcs jef the,erpor.ation. **;.;. .rn-~^-.--, ,;.v.?;.' -*> .:"?-, * -J v"j&v > * v..?., - 1B slTi:EsS Tf2BH20? ft have hereunto subscribed V: ur nan** his 22nd day of'Xorei^bsr, 1935, ' :.-vS ' 'V7 /"; v- -: -:Tifc.-. .;' jdfov " . ' 'A. :4:': -$r .:'"' .' V&.-- Y -wilmaks '. v,:^^nn, eau.a .?', .^fc^OTOI SLACK v" *. 1 - > : V. I.*r :^,'v, . * * , t* U*V Gwfir>.comtt >!. :;-v ?* *''.V .' ... ,t > '-. -V r.;-?? ~*r' ': ---.- ' '-persosally appeared^fore ns,' -the undersigned. -- a Kotary'jPeblie. in ^and for saidfoounty, this 22nd day of *-% P: % Wevenber; 1935, thf'.labors nansd^BPVIX WILLI AES, rxP.711! L. ::^i:FAKHA and JdSS 'C^!HjLCC, who safh Sere rally iaoknowlec sd Lr-.V^-- - ths steniag f.^he;.Jf.0^egeing.Artistes of Xpoorporation to Ws his fpwsi for 4hia uses and purposes therein ; X-'intntlonsd*'# .*.' **'>' * " * . ' . ........... ..... " / a*'-*' :* \. :: X? " f.- -*tXrilti%nbn4sasa'..'ingr' hand and i^fidial--asal:on the day , V --' 1 : -r^U 91Ary, P\ -v"siSSJ.v * ' v'- i:Vr'.. ` *?i. * * * r-' v - ' AIS HTOm*S FOUffDATIOE OF AFRICA _____________ IK-OR?ORATEI>. ; lil SITES OF IKCQPFC SATCRS * IISETIKr,.t j Toledo, Ohio, Soveriter The Incorporators of Air Hygiene Fcuaaticr. of Ameriea, Incorporated, net this day at the office of Tilli-ns, Bversnan A Uorgan, 16th Floor Second rational Sank lullcirr, Toledo, Ohio, at 2)00 o'olook p.n, pursuant to the' foilcr/ing waiver of notices Toledo, Ohio, Iov*rltr 2u, 1&35, We, the undersigned, being all of the 1:.ecrporators of Air Eygiene Foundation of Arisrica, Incorporated, do hereby'waive notice of p shebang of Incerperatcra to be held at the office cf Williams, Iversnan U Uorgan on November 25, 1CJ35, at SsOO o'clock pru, for the purpose of fixir.g a tine and place for the firet nee ting of members of the Corporation-and for the tranaaction of auoh other bueineee as ahall properly cone before the meeting* v V '-joha E, flack was chosen Chairman pf the ^ec-ticr j.c Xdwia Williasa waa choaan Secretary* On notion duly eeoonded and carried, the Xclloning resolution was adopted* , RESOLVED. that a mooting of the nenberc cf Air Hygiene Foundation of America, Incerporrted, he mad it is hereby called, to be held at the Hello* Institute of Industrial Research in the Aity e,f Pittsburgh, Pennsylvania, on the 16th Aay -eX^Deeember, 1P55, at ten o'clock a.., for the purpose of adopting a Code of Regulations, end that the Secretary be and he hereby is authorised .and directed to giYe to eaoh member ef the Corporation at least ten (10) days' aotioe by mail of the time and plaoe of such meeting and the ^purpose thereof. t \ . .^here ..being no further business to cor e before the Incorporators, the meeting was, on notion, d ily *.djoarned.  3*1-7034 ARTICLES OF AMENDMENT 'in - -- ' * ' T 1l* '1. , .'/tV* r 1'v . w r Tot THE DEPARTMENT OF STATE COMMONWEALTH OF PENNSYLVANIA of Article VII 1b compliance with the requirement %/of the Nonprofit Corporation Low of tee Cnminnonoolth of Pennsylvania, approved May 5, 1933, P. L. 289, as amended. INDUSTRIAL HYGIENE FOUNDATION OF AMERICA, INC., . j- N 4riiria| to UMad tti Article* of Incorporation, end electing to proceed under Section 14 of enid Act, doee hereby certify in theee Article* of Amendment a* foilowe: 1. The aome et the corporation la INDUSTRIAL HYGIENE FOUN DATION OF. AMERICA, INC. {hereinafter sometime* referred to as the "Foundation") and its registered office is S231 Centre Avenue, Pittsburgh. PenneyWants 1123d. 2. The corporation was incorporated under the name "INDUSTRIAL HYGIENE FOUNDATION OF AMERICA. INC." pursuant to the Act of May S, 1433, by final decree of the Coart of Common Pleas of Allegheny County, Pennsylvania, daisd July 23, 1941. The original Articles were recorded Joly 23. 1941 in the Offlee of the Recorder of Deeds of Allegheny Cooagy. Pennsylvania, la Charter Keek Vo tame 03, page 624. f V 3. On May 19. 1470, in Pittsburgh. Pennsylvania, the members of the Foundation hold a special masting, poraaant to written notice (attached) gives to sach member of least tan days prior to the date of said mei.-tinc, at ?r which masting H4 ainnfbsrs, being i majority of the members entitled to vote thorMiC^Fntad Id favor of ^eaohlttsns authorising the amendments to the Articles of the Foundation hereinafter art forth and jutliori/inj this <:c. *jr jM(d oee .mBaMtnAbM err v vofl taQ d IsVfcUilo nB sti such eesoliiions. ^1* ' A***? First of the Articles of incorporation -*- - - Jivr- a, n-v*. ,v- . . - . > j./ - n . t * :*r* v,' *. r '>1. I t c Mt. ii r;' . r> > t *r: 3-1-70.34 79"' "FIRST: The stme of the corporation is INDUSTRIAL HEALTH FOUNDATION. INC., a nonprofit corporation organised under the law* of the Commonwealth ol Pennsyl vania. 11 5. It is proposed that Article Third be amended to read as follows; `THIRD: The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise, to its members. The purposes for which it is formed are: 1. To conduct and stimulate research and investigation to matters relating to industrial health and to gather and dis seminate information in reference thereto. 2. To cooperate with and assist other agencies and or ganisations active in such research." 3. To cerreioto and coordinate all such research efforts and to do any and all things Incident thereto. + IN WITNESS WHEREOF. INDUSTRIAL HYGIENE FOUNDATION OF AMERICA, INC. has caused times Articles of Amendment to be executed under its corporate'seal by the hand at its president and duly attested by its Secretary this Jf day of ...__ , 1970. INDUSTRIAL HYGIENE FOUNDATION OF AMERICA. INC. By IP rii /w * ((). Attest: /L. - U..y > C f ' -- > {. rt~f. ' Sa i St-.'l <. s INDUSTRIAL HEALTH FOUNDATION, INC. BY-LAWS October, 1973 PREAMBLE Industrial Health Foundation, Inc., a non-profit organization for the advancement of healthful working conditions in industry, shall conduct and stimulate investigations and research, provide services, consultative advice and guidance in the field of industrial hygiene, occupational and environmental health and safety and gather and disseminate factual information relating thereto. It will cooperate with and assist other organisations active in these fields and collaborate in investigations and research programs. ARTICLE I Section 1. The name of the organization shall be Industrial Health Foundation, Inc., (IHF) as provided by the Articles of Amendment, dated June 19* 1970, to its charter under the Commonwealth of Pennsylvania, dated December 3, 1941. Section 2. These By-Laws repeal and supplant the Code of Regulations adopted September 29* 1959, and the revised By-Laws adopted October 15, 1968, and shall become effective for the con duct of business by the Members at the Annual Business Meeting of IHF on October 10, 1973, or such subsequent time as they are adopted by a majority of the Board of Trustees and ratified by the members in accordance with Article X of the By-Laws adopted October 15, 1968. s V- 5 'S* 0-/3 ARTICLE II Office and Meetings of Members Section I. The principal office, unless otherwise designated by the Board of Trustees, shall be located in or near Pittsburgh, Pennsylvania. Section 2. There shall be an Annual Business Meeting of th^ members at such time and location as designated by the Board of Trustees. Notice of such Annual Business Meeting and of the business to be transacted thereat shall be mailed to the members at least 30 days in advance. Section 3. Special meetings of the membership may be called at any time by the Board of Trustees or the Chairman of the Board of Trustees or by the written request filed with' the Secretary of not less than one-third of the members. A thirty-day notice of the time and place of such.special meetings and of the business to be transacted shall be mailed to the membership. Section 4. Appropriate proxies shall be included in all notices of regular or special business meetings of the membership. Section 5. A quorum for any meeting of the membership shall be the presence in person or .by proxy of at least one-third of the mem bers entitled to vote at the meeting. If a quorum is not present at the time and place fixed as'herein provided, a majority of those present, in person or by proxy, may adjourn from time to time, and successively, without notice other than by announcement at the meeting, until a quorum shall be in attendance. At any such ad journed meeting, any business may be transacted which might have been transacted had the meeting been held at the time originally fixed therefor. Any action shall require a majority vote of those present in person or by proxy constituting a quorum. Section 6. Unless otherwise ordered by a majority vote of the members present, the order of business of regular and special meetings shall be as follows: 1. Establishment of a quorum present in person and by proxy. 2 2. Reading of minutes. 3. Reports and statements of officers and committees. 4. Unfinished business. 5. Election of Trustees. 6. New business. ARTICLE III Section 1. Members (a) Any organization interested in industrial health or hygiene and/or environmental and occupational health may become a member of IHF. (b) Members may be separated into certain classifica tions for the establishment of a dues structure re lated to the size and activities of the organization. (c) The Board of Trustees shall establish the classifica tion of members. (d) All members shall be entitled to one vote at member ship meetings, to be cast by the member's official representative or by proxy. Section 2. Application for membership shall be in writing, stating the name, address, and business of the applicant, and shall be filed at IHF headquarters. The Board of Trustees shall consider all applications for membership, and an applicant shall become a member only upon favorable vote of a majority of the entire Board, cast either at a duly called Board Meeting or by letter ballot. Section 3. Membership dues and/or fees shall be fixed from time to time by the Board of Trustees. Section 4. Members shall be provided with reports covering the results of all research studies, surveys, and related-programs 3 supported by 1HF funds which accrue from dues payments, and on all specifically sponsored projects wherein the contractual commit ments do not require confidentiality. However, IHF will endeavor to procure the publication rights on all research and investigative programs which are undertaken. Section 5. Any member may at any time resign from member ship in IHF, such resignation to take effect on the date indicated in such resignation or upon acceptance thereof by the Board of Trustees in event no such date is indicated. All rights of a member in IHF or its property shall cease on the termination of its membership. No refund of any portion of annual dues or fees shall be made because of such resignation. Section 6. If the conduct of any member shall appear to be in willful violation of the Articles of Incorporation or By-Laws of IHF, or shall be prejudicial to the best interests of IHF, the Board of Trustees may, by the affirmative vote of two^thirds of the entire Board, suspend or expel such member. Before taking such action, a written copy of the charges must be. served upon the member and within thirty (30) days of such written charges an opportunity given him to be heard before the Board of Trustees in defense. A motion to reconsider the suspension or expulsion of any member may be made at the next meeting of the Board of Trustees, but nov there after. Any member'so expelled and any member so suspended shall not, after expulsion or during the period of suspension, be entitled to any of the assets, rights, and privileges of IHF or to any refund of dues or fees. ARTICLE IV Board of Trustees Section 1. The Board of Trustees shall consist of the following, all of whom shall be entitled to vote unless otherwise hr rein stipulated: 1. Twenty-four Trustees, elected in accordance with the provisions of Section 2 of this Article. 2. The President and Vice Presidents) of IHF appointed in accordance with the provisions of Section 1 of Article VI. 4 3. 4. 5. Section 2. Section 3. They shall be entitled to vote on all matters except those pertaining to their own terms, conditions, and tenure of employment. The Immediate Past Chairman of the Board of Trustees. Trustees Emeritus whom the Board may designate from time to time or has heretofore designated in recognition of distinguished service shall be non voting members of the Board. The Chairmen of Standing Committees may be nonvoting invitees to Board Meetings. Trustees shall be elected at the Annual Business Meeting of the members by majority vote of those official member representatives present or repre sented by proxy at the meeting. ' They shall be chosen from among members of IHF, except that not more than three (3) may be from non-member organizations. The term of office shall be three years, beginning and ending upon the adjournment of the Annual Business Meeting of the members. One-third of the Trustees shall be elected annually for three-year terms. An elected Trustee shall be eligible to serve two suc cessive terms and shall not thereafter be eligible for election as a Trustee until one year has intervened. Nothing herein contained shall be construed as pro hibiting the election or appointment of such person to the Board in accordance with other provisions of these By-Laws during such period of ineligibility as an elected Trustee. Except as provided in Article V, Section 3, the Board of Trustees shall fill all vacancies occurring on the Board, on the Executive Committee, and among the elected officers of IHF arising out of death, resigna tion, removal, or failure to assume office. Such vacancies shall be filled by majority vote of the Board taken at a duly called and constituted meeting of the Board or by a majority of the Board by letter 5 Section 4. (a) (b) (c) Section S. Section 6. Section 7. ballot. Such election shall be deemed to be only for the balance of the unexpired term and shall be counted as a full term in respect to limitations of succession as herein provided. The Chairman shall appoint, with the approval of the Board, not more than four Trustees, who together with the elected officers of 1HF, as provided in Article V, and with the President, shall constitute the Executive Committee. The Executive Committee shall have and may exercise all the powers of the Board during the interim between meetings of the Board. The affirmative vote of a majority of the Executive Committee present shall be necessary for any action by that Cpmmittee. The Chairman of the Board shall act as Chairman of the Executive Committee. The Board of Trustees shall oversee the operations of IHF, subject only to the action of the members in meeting assembled. It may promulgate and enforce rules governing the rights and privileges of the mem bers, fill vacancies, and shall appoint the adminis trative staff of IHF and approve chairmen of standing or special committees of IHF. The Board of Trustees shall meet no less than twice each year. A regular meeting shall be held as soon as reasonably convenient following the Annual Busi ness Meeting of members as provided in Article II, Section 2, for the purpose of organizing the Board, electing officers, and appointing Committees. At any meeting of the Board, one-third of the Board membership shall constitute a quorum. At any meet ing of the Executive Committee, a majority of Execu tive Committee members shall constitute a quorum. 6 Section 8. Meeting notices may be given personnally or by tele phone, or by written or printed notice directed to the address appearing in the records of IHF and trans mitted by telegraph, by mail, or by messenger, and shall set forth the time, place, and purpose of the meeting. Section 9. (a) If the conduct of any Trustee shall appear to be in willful violation of the Articles of Incorporation or By-Laws of IHF or shall be prejudicial to the best interests of IHF, the Board of Trustees may, by the affirmative vote of two-thirds of the entire Board, suspend or expel such Trustee. Before taking such action, a written copy of the charges must be served upon the Trustee, and within thirty (30) days of such written charges, an opportunity.be given the Trustee to be heafd before the Board of Trustees in defense. A motion to reconsider the suspension or expulsion may be made at the next meeting of the Board of Trustees, but not thereafter. (b) If a Trustee shall be absent from more than three con secutive duly called Board meetings other than because of bodily infirmity, the Board of Trustees may, by the affirmative vote of two-thirds of the entire Board, re move said Trustee from the Board. Before such action is taken, written notification of such intended action must be served upon said Trustee at least thirty (30) days before the meeting at which such action is sched uled to be considered, to provide said Trustee an oppor tunity to be heard before the Board of Trustees in defense. Section 10. At meetings of the Board of Trustees, at which a quorum is present, die order of business shall, un less changed by a vote of the majority of the Trustees present, be: 1. Reading and acting upon minutes of prior meetings of Trustees. 7 2. Reports of officers and committees. 3. Unfinished business and new business. Section 11. Trustees shall serve without compensation by IHF, xcept that the Chairman may authorize reimbursement to individual Trustees for expenses properly incurred in performing special services requested by the Board or by the Chairman. ARTICLE V Elected Officers Section 1. The elected officers of IHF shall be: 1. Chairman of the Board of Trustees 2. Vice Chairman 3. Secretary 4. Treasurer They shall be elected from the Board of Trustees at the or ganization meeting of the Board as required in Article IV, Section 6, and shall represent member organizations. They shall hold office for three years or until their successors have been duly elected, and shall not be eligible for re-election to the same office until at least one year has intervened. One person may be elected as both Secretary and Treasurer.. Section 2. The Chairman of the Board shall preside at all meet ings of members and Trustees; shall be an Ex-Officio member of all committees of the Board, including the Committee on Nomina tions; shall perform generally all duties usually incident to such office and such other and further duties which may, from time to time, be required by the members or Trustees. Section 3. The Vice Chairman of the Board shall perform all the duties of the Chairman in case of the latter's asbence or temporary disability; he shall succeed to the Chairmanship upon the permanent disability, resignation, or death of the Chairman, and shall serve the balance of the Chairman's unexpired term. If such succession occurs within one year before the expiration of the elected Chair man's term, the incumbent shall be eligible for election to a full term as Chairman, as provided in Section of this Article. 8 Section 4. The Secretary of the Board of Trustees shall keep an accurate record of all transactions at meetings of the members and of the Trustees; shall give all notices required by the Charter and By-Laws of 1HF; shall keep proper minute books and shall properly record therein all minutes of members' and Trustees' meetings and such other matters as shall be proper and necessary and shall gen erally perform such duties as may be required by die members or Trustees. Section 5. The Treasurer shall render an accounting of the financial condition of 1HF at the Annual Business Meeting of the Members and such other times as the Board of Trustees may re quire. The Treasurer shall perform all such other and further duties as may be required by the Board of Trustees. At the ex piration of the term of office, the Treasurer shall account for all monies, property, and rights of IHF then held to the successor in office, or to the Chairman of the Board, or to the President. The books of IHF shall be open for inspection and examination by the Board of Trustees, or any Certified Public Accountant, committee, or auditor of the members appointed for that purpose. Section 6. The Elected Officers (Chairman, Vice Chairman, Secretary, Treasurer) shall serve without compensation by IHF, except that the Chairman may authorize reimbursements to the Elected Officers for expenses properly incurred in performing special services requested by the Board or by the Chairman. Section 7. The Treasurer and such other Elected Officers as may be empowered by the Board to sign checks or drafts of IHF shall be bonded in such amount as the Board may determine. Premiums for such bonds shall be paid by IHF. ARTICLE VI Admini strative Staff Section 1. The Board shall employ and fix compensation and terms and conditions of employment for such Administrative Staff as it may deem necessary for administering and conducting the work of IHF. 9 Section 2. The chief administrative officer shall be the President who shall have active responsibility for the business of IHF under the supervision and control of the Board. The President may ap> point special committees and shall be an Ex-Officio member of all standing committees, with the right to be Chairman of special com mittees if special knowledge makes it appropriate. Section 3. A Vice President may be appointed by the Board, who shall be the first administrative officer under the President and who shall perform the duties of the President in case of the latter's ab sence and shall represent the President when requested. The Vice President shall become Acting President upon the disability, resig nation, discharge, or death of the President and shall serve until a new President has been appointed by the Board. The Acting Presi dent shall again become Vice President upon appointment by the Board of a new President, if other than the Acting President. Section 4. The Administrative Staff of IHF shall perform all other duties usually incident to their respective offices or which may be required by the members or Trustees, and shall, from time to time, and also whenever requested, report to the Board of Trus tees, the Executive Committee, or the Chairman of the Board all matters affecting IHF's interests which may come to their knowledge. Section 5. Upon removal, termination, or expiration of office, all files, books, records, papers, and property of IHF in the hands of any such officers shall "be surrendered to the Chairman of the Board or to the President or to such officer's successor in office. Section 6. Members of the Administrative Staff and Board who may be empowered by the Board to sign checks or drafts of IHF shall be bonded in such amount as the Board may determine. Premiums for such bonds shall be paid by IHF. ARTICLE VP Standing Committees Section 1. There shall be such Standing Committees as the Board may deem necessary to advise on and further the programs of IHF. They may include, but need not be limited to the following: 10 1. Medical 2. Engineering 3. Legal 4. Chemical-Toxicological 5. Nursing The respective Chairmen of Standing Committees shall be appointed by the President and approved by the Board for a term of two years, beginning and ending on the date of such appointment with a limit of three successive terms until one term has intervened. The Chair man of each Standing Committee shall fix the number and choose the members of the Committee, subject to the approval of the President and the Board. Committee members need not be from members of IHF. ARTICLE VIII Committees Other Than Standing Committees Section 1. The Chairman of the Board of Trustees shall appoint a Committee on Nominations comprising three members of the Board and shall designate one member as Chairman. It shall be the duty of this Committee to (1) seek suggestions for nominees from the membership and to select and submit nominees for elec tion to the Board of Trustees at the Annual Business Meeting in accordance with Article IV. Section 2, and (2) present to the Board of Trustees at its annual organization meeting defined in Article IV. Section 6, nominees for the elected officers defined in Article V, Section 1. Section 2. The Chairman of the Board, with the consent and ap proval of the Board, may at any time appoint other and further com mittees and prescribe their respective duties. ARTICLE IX General Provisions Section 1. The fiscal year of IHF shall begin on the first day of January and end on the thirty-first day of December of each year. Section 2. The borrowing of money and the purchase, sale, and lease of real estate by 1HF shall require the approval of the Board of Trustees. Section 3. IHF shall not liquidate, dissolve, sell all or substan tially all of its assets, merge, consolidate, or amend its Articles of Incorporation without the approval of a majority of the members. Section 4. The Board of Trustees shall employ a certified public accountant (or firm thereof) to audit the annual financial statements of IHF in accordance with generally accepted auditing standards, and shall distribute such audited financial statements together with the accountant's opinion thereon to the members. Section 5. Any person who is or was a Trustee, Officer, employee, or agent of IHF, shall be indemnified by 1HF against any and all lia bility and reasonable expense (including, but not limited to, counsel fees and disbursements and amounts paid in aettlement or in satis faction of judgments or as fines or penalties) paid or incurred by him in connection with or resulting from any action at law, suit, or proceeding, including any appeal related thereto, in which he may be involved, as a party by reason of his being or having been a Trustee, officer, employee, or agent of IHF or by reason of any action taken or not taken in the course of his service as such Trustee, officer, employee, or agent, provided that there shall be no such indemnification unless such Trustee, officer, employee, or agent acted in good faith and in a manner which he reasonably be lieved to be in the best interests of IHF. Section 6. The rights of indemnification provided by Section 5 shall be in addition to any rights to which any such Trustee, officer, employee, or agent may be entitled under any contract, vote of members or of disinterested Trustees or otherwise; and shall con tinue as to a person who has ceased to be a Trustee, officer, em ployee, or agent of IHF, and in the event of such person's death, the rights provided under the terms of this Article shall inure to his heirs and legal representative. 12 ARTICLE X Repeal and Amendments Section I. These By-Laws may be amended or repealed by a majority of the members present and entitled to vote at any regular meeting or at a special meeting called for that purpose, or by a majority vote of the Board of Trustees, subject to ratification by the members at any meeting duly called. Section 2. The Articles of Incorporation of IHF may only be amended by a majority of the members present and entitled to vote at any regular meeting or special meeting called for that purpose. 13 coi:: .'EC'-LATZChS ATK EYSIEI-E 'Tl'lILATIOl. Cf A.'TKIuA, UTC.-tfC-iATEI?* a i :le i s:ke7i::gs Section 1. r.'.a a: neetir.f. cf xont^rs z\ all be held :t '-:C? o'clock u &>, oil the eccor.u rues da;.. in iearuary in each year* Section 2* Special meetings nay be called ?/ i tho Board of Trustees, the Chairman. of the Board i'r-jitse: L or the Secretary, and shall re called at ti.o rt:;. -.z'-, in Vkritin^* filed lvi-chr the Secretary, of a majority of the oartf of Trustees, or of not less than one-tl.ird c.- tie members of the Corporation* Section 8* All meetings of meabers shall be !.<T.d ir the City of Toledo unless otherwise ordered by the /oar*" c: Trjstees and o specified in a notice thereof, a*, the principal office of the Corporation* Section 4* llotice of eech neetinr; shr.li c ivc . tc each member cf record entitled to vote thereat^ h. ..r; t-'en c-r * 0 9-S-ro - V o .-r..-i ' c - 1/ v. i * VVIi.; * hell have been made, they shall rank in the order cl their election. Section 2. by one person. Two or more offices may be held Seetion 3. The officers of the Corycrstion shall be elected to serve at the pleasure of the 3oard of Trustees, and may be removed at any time by the 2o-.rd of Trustees. . * Seotlon 4. The Soard of Trustees may, from time to time, fin the compensation of the several officer agents, and employees of the Corporation and nay _'--r.crise the Chairman of the Board to fix, from time to time, in whole or In part, the compensation, other than his own, of the several offieere, agents, and employees of the Corporation, any aetion by him hereunder to be re* ported by him to the Beard at the meeting next t-ioror-: ter occurring. AHTICL2 IV DUTIES OF OFFICERS * Seotion 1. The Chairman of the Boa'rd shall elms of Board preside at hll meetings of membtrs and Trustees, and c It r Scctlrn 5, The board of Trustees shall have the control and nanageaent of the business and affairs of the Corporation, fubjeot only to the action of the neuters in bootins assembled*. Xt may adopt bylavs not inconsistent ntth those regulations, promulgate and enforoe rules governing the rights and privileges of the members. fill 'aeaneies la its ova membership, appoint standing or speeial committees of the Corporation, and. at trill, chan~e their personnel. V ARTICLZ III 0FF1CSBS Ssotlon 1. The offleers of tho Corporation shall b# Chairman of tho Board of Trustees, such runber of Vice Chairmen ns the Beard of Trustees may. from tlr.e to tir.e, detamine. Managing Direotor, Secretary, Troaaurer. and eueh number of Assistant Secretaries and Assistant Treas urers as the Beard ef Trustees nay. from tine to time, de termine. . Whenever the Board shall eleot tero or more ' ice Chairmen, It ay designate their .duties and ran! or r.a; designate them.numerically. If me suoh designation of their rant be made, {they ehall rank according to their numerical dealgnatien.er if no snoh numerical designation V ^ .y ti it*/" *w Vrt * l `V *f Trustees who shall eonstitut* th Board for the en suing year* In the abse&oe of suoh determination, such member shall be the same as in the last preceding year* \ , Beotion t* A majority of the Trustees shall constitute a quorum; provided that the Trustees, though* less than a quorum, present at the time appointed for any meeting* may adjourn from time to time and successively, vithout notie*, other than by announcement at the nine of suoh adjournment, until a quorum shall be present* Section 8* > A regular meeting of a newly elected Board of Truatees shall, if a quorum be prerenz, bo held at the principal office of the Corporation, or eleovhoro ae the Board shall order, imnediataly upon the adjournment of the members meeting at which such Trustees are sleeted, unless ths membsrs entitled to vote thereat shall have, at suoh meeting, otherwise direoted* Beotion 4* The Board of Trustee* may, by by-lavs or resolution, designate the time and plrcc of other regular meetings and provide for calling special meeting* ft ' .W \ Section 7> One-third of ell of the members entitled to vote at any meeting of r.-r.bcrs ehall con stitute a quorum for any meetings provided, however, that if Bejabers are not, in peraoa or by proxy, presort at the time, mad plaoe fixed as herein provided for any 0 meeting, a majority of those present, in person or by * . proxy, may adjourn from time tc timo, and sueoeeeively, without notioe other than by announcement at the meeting, until a quorum ehall bo in attendance. At any such ad journed meeting, any business may be transactod which might have been traniaoted had the meeting been hold at the time originally fixed therefor. v.;; .&f^\eV_ V% J* &r ?-v 2 n ARTICLE ZI TRUSTEES Section 1, There shall be not lees than sir. (', nor -ore than fifteen (15), Trustees, at least en of whom ehall bo a eltisen of the State of Ohio, who shall bo **f{ <' oleotod at the annual mooting of the members, or at a special mooting oallod for that purpose, for e ecru ex piring mt tfem most annual meeting, and shall cantin'-* in offiee until their ouoooeeors are elooted and quiliiied. At ouoh meeting, the member> shall determine the uv.r-.ler M'*V - . a *' 1f' /s , *' . ; printed notice itniled to the roonber's ou the membership bool: of the Corporation ut let:: ter. / (1C) days prior to the dale of sue}; meeting, tut no He ties shall be naeesaary of any meeting ;t which til of the r.embers of such neetin; are present, ir. r;r by proxy, or of any meeting which shall have acyc-urned t: a day oertaie. Sections# The notice of etch raeetin;- ei.c.11 atete tiie purpose or purposoc for which the neetir.is called and the time when, and the place *whare, it is xz >.< !>1 d. Section 6. A Boater may, by written cr prijoed proTy, authorise ar^y other \ erson or persons to vote for him at any and all meatier* of members, and tc -..ivc ;ice fhvreufj but suoh proxy must be filed with the Secretary before -no -*rson thereby ciulmfised nay act therev.r;' or. The Preside:.'. >*r .*ther ahief offioer of any oorpr-r*. * Lr'.. ( T association bolding membership in the Corporation nay east the rote of auoh corporttion or association r + \r.y meetinr. without u proxy in writing from suoh . ccrpcr-. *. Lc nr association. perform generally *11 duties usually incident to such office end eueh other and. further duties which nay be, from time to tine, required of him by the cenbcrs cr Truetees. Section 2 The Vice Chairman ehall perform ell the duties of the Chairnan in ease of the latter's absence or disability, In cuse both the Chairmen and all Yioe Chairmen are absent or unable to perform their duties, the Bombers or the Trustees, ss the oase nay be, may appoint a president pro tempore* Section 8* The Managing director shall have active supervision aad oharge of the business and -if fairs of the Corporation under the direotion and eontrol of the Board of Trustees, . Seotlon 4, The Seorstary shall keep an accurate record of all meetings and transactions of the members end Trustees, Es shall give all notiees required by lev and all notiees provided by the Code of Hernia tions or By-lews of the Corporation, Ho shall hcep proper miauto books shall properly record therein all minutes of members' and Trustees' meetings and such other matters as shall be proper sad necessary., and t `X'i ;< m j- r. shall generally perform such duties as nay be required of his by the members or Trustees. At the expiration f his term of office* he shall deliver all books, ropers, end preperty of the Corporation* in his hands, tc the Chairman of the Board or to his aueoessor. thSurer ' ./ ; * > J* V- * >3 (. Seetiei^B, The Treasurer shall receive and safely keep all aoaeye* rights, and ohoses in action belonging to the Corporation* and the Bane shall oo dis bursed under the direction and to the satisfaction of the Board of Trustees* Proper vouoher* shall be taken for all such disbursements* It shall be the d it- of the Treasurer to keep an accurate account of the iinjures of the Corporation on the books of the Corporation pre pared and furnished for that purpose* and all cooks ahull be open for lnepeotion and examination by the Board of Trustees or any eoaaittee or auditor of the nenbers ap pointed for that purpose* He shall render an account of the standing of the Corporation at the annual meeting of the members and at suoh other times as the Soard of Trustees may require* .He shall perform all such ether and further duties as may be required of him by the Chairman of the Board or the Board of Trustees. *.t the expiration of his term of office* he shall dolivor all moneys* property* and rights of the Corporation in his -*V . hands to his aueoessor in offioe or tr the President. +r * V 17 CI . >> V if Section 6. The several officers rlir.il ;c-rl.r : uli other duties usually incident to thoir respective . J-.-.s , or which nay ho required by the members or Trust*-';, E..-.d 'hall* froa time to tine, and also whouever rcn-c:t:.( re port tc tho 3oard of Trustees :r the Chairman of the 3o:-.rc all natters afrectin^ the Corporation's interests, ".-'.ioh aay ooae to their knowledge* AimCLE 7 CC?.:!:iTTEES Section 1* There shall be five stundii. esusirteta as followst (1) * e .Hedioal (2) Preventive Engineering (3) Local ftatistics /J"s' **** (4) Legal and Legislative / JV (5) Xduoational The respective ohairaen of suid oonmittees shall be chrsen by the Beard of Trustees, whioh chairmen shall fi/. .he number *nd choose the nembers of their respective ora- kittees subject to the approval of the Board of Trustees. In addition to the hboTe and foregoing oonnit^ees, the *? *l*Xne * -c- ;hairman of the 3oard, with the consent and ary-rovr..l of the Board of Trustees, nay, at any time, appoint other and further committees and prescribe their respective duties. leotion 2, The functions and duties of tr.e jKfSs Medical Committee shall be to seoure from the medical profession and health authorities all information ; ossible eovering past and present researches cn indus &' "UAleal *f*mlttee trial air pollution diseases and disabilities resulting e therefroa and shall study such inforaation r.rc'. r.s:e:i\>le 4ata and report thereon froa time to time '-.no malic recommendations to the 3oard of Trustees with r = /> c c t thereto, and particularly as to what phases involve duplicatesf effort, or should have further researc.i ite**?.*. T':.,, and, la-general, to enlist and encourage the coop-.r:.lie of the Ameriemn Medical Association and other similar r. r fc.#: groups in setting up authoritative and approved s-sr.<`.ar of diagnosis and oorreetion. Section 3, The functions r.nd duties of tiie Prevsntivs Injineering Coomitteo shall be to ccuuro :ro *ie*petlvs all possible sourest the existing available dr... jn Id^lneering Summittee - industrial air pollution and to study the asseiihled dat Wp: "tv and to make reports and recommendations as to the r>ru-c i.- (- * 7* v *;#>- T'- V v *.. 1 t **as of eliminatin' or uinimising the haiards thereof, end as tc what further steps should be taken in that uireotlon, end, in general, in setting up authoritative tr.d approved standards for the control of industrial air pollution. Section 4. The functions and duties of the Conaittee on Legal Statistics shall be to seeure fron all affected industries their present experience e: to personal injury suits and olains growing* out of air pci- * lution; to sake a study of the assembled data and to /n report, from tine to tiae. to the Board of Trust-set as to losses suffered by industry in general and by Le/al Z .i ti ; tics Zr. .... i * t e s classifications from industrial air pollution; to make reoonaendations as to what concerted action should be taken with reference to those classes of olaims which appear to be fraudulent; and to seek the cooperation of the American Bar Association and local bar association . in combating any and all unethical oonduot of lawyers and others engaged in fraudulent praotiees against industry. fnotion 6. ' She funotlons and duties tf -che Legal and Legislative Committee shall be (a) to* secure froB all etates and territories oopies of existing r.nd pending legislative maetaents and existing court dc- /T W "/**/& t** ft Lepc.1 and ' Lei s 1 i'o...: i -trc tf Uu T**t, fy y 20 7 oisions afiectiu^ the air pollution hazard in i..f.uitry, und (o) to stviij the assc.'.hlc d date, and, i'ron time- to time, to roport and make recommendations thereon to r: the Board of Trustees, particularly as to esisxin; l^vs which will properly protect both employer and employees, and as to suck existing laws which do not properly :.ra- teot both employer and employeesj (c) to prepare and recommend uniform laws which, when complied with, -./* 11 fairly and properly protect industry and those employed in industry against hazards arising from air pollution. iaeatiooc.l Imaalttee / y Section 6 The functions and duties of the Educational Committee shall bo to oonsider and recLU.-.end to the Board of -Trustees (a) the manner in Trr.ioh affected industries may be informed and kept in.'or.:t.d as to all phases of the, industrial air pollution ;.r, hc'_ and (b) the manner in which governmental ajencic: .n<i the public may be informed and kept informed, and .Vic , r> jriety and advisability of doing so as to the r.eacares which are being and should be taken toward elininatin,; or minimising the hazards arising from industrial iir pollution. A.il'lZL 71 '.Si. IE as Section 1 Any person, partnership, c.rur.tio:., or association interested in industrial air pollution .to'.:. uy moobo a member of the Corporation# Lambert cuall co divided into two olassest Regular members ana Individual members# Rocular nsabsrs shall consist of- those (a) partnerships, und corporations owning and oon-luctii. ; a L;io_- nesa vr.oss oporations are affected by air pollution, ( ) associations of sueh psraons, partnsrchips, and car; r-.. ; 1 s , and ^e) associations of arnicn suoh porscus, p*-.rt::*rs . \ ..o, iwid corporations art members# a Individual members shall consist or chc-sc natural persons mho are interacted in problems of ir pollution# Individual members shall pay the r..s;..uc:-.:i-* ices and dues required of Regular members, excepx.fr:;, ..i.et erected and while astiac as Trustees ox' the Crr. or-, v ...... Individual members -serving ns 'ructcoa, ar>d :t'. membership fees und dues, shall not be entitler .o-i ar, meeting* ol* mer.bars of the Corporation# i * The Board of Trustees -may from tis:c to *.:.ro rr.. j oi-er classes of aeao-srs t.:d ;rovice for ft^ir . _izisations and t.-.e ri~hts uud privile-es to be by them; prorided, however, that votir.'- rrivil; y. s r meetings of maabers shall not be cra'tte'i to the .. :i.ers of such other classes* Section 2, Applications for rer/oero \iy 11 be ir writ in-, statin- the name, residence, u;.-I . tii.ee- of the apyli can r., and snail be filed wi oi the lice ret: of tr.e Corporation* The Eoara cf Trustees ths.il all a plica.', ions for memheranip and am r.pplicui.: ...ill become a member of the Corporation only upor. *1..:- ii.vor- a.ilc vote of a majority of the. Trustees pre.:.-' t . regular cr special meeting of the Board cf ,,itr, if no sv.ch neet'nj is he Id, by- a twe-thirds \ ^ . .. .raitat-s, aolin- as a oonmitloe of the ri.olo, mail by the Secretary, section 3* fiie member ah. ip fee for o. :..l-.'.r a:.-.'. Individual mongers shall te i,-,ive Hundred Dol In rz [ provided, however, that ell persons, partnon--ii-t, - tions, ar.r. associations c.-..! shall have hero cr- ..it', peted in the activities of the temporary or. end shall Jiave pa-id the sum of fir* Hundrsd* hollars ($?00*00) to much temporary organisation shall en rolled as members ef the Corporation snd snail `.C w :-e I 'V 'ft?. * -* . r* ' < ; 'wT`7 -?* * . required V ->; any C '".r '.'.:er implication icr nsr. rsi.i p - r yer ' idc, as vroviued her*in. ^ctlon 4> hot less than sixty (bG) do.; s prior to the end of each fiscal year, the :o': ri Trustees shall present +.0 a msetinj of the members a budget Tor the ensuing year* TJpon approvul of ;i;e nudget, as presented or aaended, by the members at sueh nee ting, or any subsequent meeting, the anr.uul r dues of members for the ensuing year shall be fixed by the Board of Trustees upon the basis of the bud, ei so approved* * A *1 .: 1 Li", i - Section 6* The Secretary of he Corporation snail keep a membership book and shall enroll .-fore- ^ e in In the 'respective classes the names and addresses of all member* and the date on whi.oh they reslive ly bee ass* members* Section 6 If the eonduet of any member shall appear to be in wilful violation of the Code of hegelations or By-laws, or shall bs prejudicial ?-? .the best interests of ths Corporation, the 3osrt of Trustees say, by .ths affimativs vote of two-thirds ef the bnt,ira Beard, in meeting assembled, suspend or