Article IV - Membership

Section 1. The members of this association shall consist of three (3) classes of members: Active (automation solution providers), Affiliate (manufacturers) and Honorary.

Section 2. Regular Members: Any Organization shall be eligible for Regular Membership if it:

• Is an independent value added- distribution organization that focuses on the sale of: knowledge, technology based industrial automation products, design and application engineering, support services, integrated solutions and value added services including application engineering assistance, customer training through seminars and/or schools, demonstration room/lab and equipment, post-order product service and warranty support, and start up assistance and operates its business free of control from any manufacturer whose equipment it sells.
• Meets such additional membership eligibility requirements, if any, as are adopted from time to time by the Board of Directors.

Section 3. Affiliate Members: There shall be two (2) classes of Affiliate Members: (a) Manufacturer Members; and (b) New Manufacturer Members.

• Manufacturer Members: Any Organization shall be eligible for Affiliate Membership if it:

1. Manufactures Industrial Automation Products for use in manufacturing machines, processes or systems that require technical application expertise to ensure proper interaction with other system elements.
2. Meets such additional membership eligibility requirements, if any, as are adopted from time to time by the Board of Directors.

• New Manufacturer Members: Any Organization shall be eligible for Affiliate Membership if it meets such membership eligibility requirements as are adopted from time to time by the Board of Directors.
  
  1. The New Manufacturer Member shall be limited to a maximum membership of two (2) years. It is intended to be used for those manufacturers who have evidenced an intent to sell Industrial Automation Products through automation solution providers, who are large enough to benefit from membership but unable to meet the membership eligibility requirements for Manufacturer Membership.

Section 4. Life  Membership: Any individual who has performed outstanding service to the Association or to the Industry, as determined by the Board of Directors, and is no longer connected with the Industry shall be eligible for Honorary Membership.

Section 5. Applications for all classes of membership shall be made to the board of directors in writing and signed by the applicant. The board of directors shall approve applicants meeting the eligibility requirements adopted by the board of directors from time to time.

Section 6. Any classification of membership or rejection for membership shall be communicated to the applicant in writing along with the reasons therefor, and the applicant shall be given an opportunity to produce additional information in writing to the board of directors not later than sixty (60) days after receipt by the applicant of such initial decision. Decisions of the board of directors made after receipt of such additional information shall be conclusive.

Section 7. Upon written application and approval for membership pursuant to the procedures contained herein and upon the payment of any membership or initiation fee or due provided herein, the applicant shall become a member of the Association entitled to all of the rights, privileges and obligations pertaining to the respective class of membership granted.

Section 8. Resignation of members shall be made in writing to the board of directors and shall be considered at a meeting of the board following the receipt of such resignation. A tender of resignation shall not become effective until acted upon and accepted by a majority of the board of directors, provided, however, that no resignation shall be accepted if the resigning member is in any way indebted to the Association for fees or otherwise. The tender of a resignation by a member before the close of the Associations fiscal year shall not alter the financial obligation of such resigning member to support the Association until the end of its fiscal year.

Section 9. A two-thirds (2/3) vote of the board of directors is required for termination of membership, provided, however, the member is given written notice ten days prior to the action and is granted an opportunity to be heard by the board of directors before any action is taken.  Upon suspension or termination of membership pursuant to Subsection 10(b) of this Article IV, any representative of such suspended or terminated member who serves in any capacity with the Association shall immediately deliver to the board of directors his/her resignation from all positions with the Association, including without limitation any directorship or membership on any committee, which such resignation may be rejected only by a two-thirds (2/3) vote of the board of directors.

(a) Termination shall be effected for failure by a member, for whatever reason; to continue to meet the eligibility requirements as adopted by the board of directors from time to time.

(b) Termination may be effected for one or more of the following reasons:

1. Commencement of bankruptcy, receivership, reorganization, arrangement or liquidation proceedings, State or Federal, by or against a member.
2. A transfer of control of the business of a member whether by sale, merger, consolidation or however else effected.
3. The failure of any member to attend in person (not by proxy or conference telephone participation) any two consecutive membership meetings.

Section 10. If a member fails to pay when due any dues, subscriptions, assessments or fees specified herein or by the board of directors within thirty (30) days after written notice of such delinquency from the Association is sent, the board of directors may, at their option, suspend the member until payment is received or terminate the membership as specified in Section 10 above.