Bylaws

BYLAWS

INDUSTRIAL MINERALS ASSOCIATION – NORTH AMERICA

As Adopted by the Membership

April 30, 2008

ARTICLE I – Name, Location, and Object

Section 1 . The name of this corporation shall be the Industrial Minerals Association – North America (referred to as “IMA-NA” or “Association”). As used herein, the term “industrial minerals” refers to minerals in their raw or processed state used by manufacturing or agricultural industries because of their physical, refractory or chemical properties as raw materials, functional additives, conditioners or modifiers. The term does not include, for example, aggregate materials used for construction purposes.

Section 2. The principal office of the Association, unless otherwise determined by the Board of Directors, shall be located in the State of Maryland in the United States .

Section 3. The objects of the Association shall be to provide an organization through which the industrial minerals industry of Canada, Mexico and United States may coordinate its efforts in the handling of problems of common concern to the industry; to create a better understanding with the public of the problems affecting the industrial minerals industry; to undertake industry-wide educational initiatives; to protect and advance the interests of the industrial minerals industry; to represent and act for the industrial minerals industry; to represent and act for the industry before all divisions of governments; and, without limitation, to act in behalf of the industrial minerals industry where group action rather than individual action is more effective, desirable, and economical. Notwithstanding any other provision of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (hereinafter referred to as the “Code”).

ARTICLE II - Membership

Section 1. There are four categories of members in the Association: Producer Members, Associate Members, Academic Members and Honorary Members.

Section 2. The following entities shall be eligible to apply for Producer Membership:

a) Any duly organized and validly existing trade association in Canada, Mexico, or United States, actively engaged in representing the interests of companies engaged in the production or processing of one or more industrial minerals in Canada, Mexico or the United States.

(b) Any duly organized and validly existing individual proprietor, corporation, firm, partnership or other entity in Canada, Mexico, or United States if it (1) is actively engaged in the production or processing of one or more industrial minerals and (2) does not have access to or has not joined a trade association that is a Producer Member of IMA-NA. A Producer Member of the type described in this Section 2(b) of Article II may at times be referred to in these Bylaws as an Unaffiliated Producer Member.

Section 3. Any duly organized and validly existing individual proprietor, corporation, firm, or partnership actively engaged in the manufacture of equipment or provision of services directly related to the industrial minerals industry in Canada, Mexico or United States shall be eligible to apply for Associate Membership. No other individual proprietor, corporation, firm or partnership shall be eligible for Associate Membership. No distributor of manufactured equipment shall be eligible for Associate Membership. Associate Members are afforded all privileges of membership but are not eligible to be elected to serve as an Officer or to serve on the Executive Committee.

Section 4 . Any academic actively engaged in mineral or material science or some other field directly related to the industrial minerals industry in Canada, Mexico or the United States shall be eligible for individual membership at the invitation of the IMA-NA Board of Directors. Academic Members are afforded the privilege of participating in meetings and activities of the Association, including committees and task forces, but shall not be entitled to hold elective office or to vote on matters submitted to the membership of the Association, nor shall they be required to pay annual dues. Such memberships would be subject to termination by the IMA-NA Board of Directors.

Section 5 . To provide recognition of individuals with long and faithful service and outstanding contributions to the industrial minerals industry and to keep such individuals apprised of industry developments, individuals, upon retirement from employment in the industrial minerals industry, may be granted the privilege of becoming an Honorary Member for life. An Honorary Member shall be eligible for non-voting membership on all committees of the Association, shall not be entitled to hold office or to vote on matters submitted to the membership of the Association, and shall not be required to pay annual dues.

Section 6 . Application for Producer and Associate Membership in the Association shall be made in writing to the Board of Directors (the “Board”) upon a Board-approved form that shall contain a statement that the applicant has read the Association’s constitutional documents including these Bylaws and pledges agreement, if the application is approved, to abide by the Bylaws, including but not limited to the antitrust compliance provisions thereof, and to pay such dues as are properly assessed by the Board. Acceptance of Academic Membership shall be made in writing to the Board and shall contain a statement that the applicant has read and accepted the constitutional documents including these Bylaws and pledges agreement to abide by the Bylaws, including but not limited to the antitrust compliance provisions thereof. Proposal for Honorary Membership shall be made in writing to the Board by a Producer Member with membership contingent upon receipt by the Association of a written statement from the proposed member declaring the member has read and accepted the constitutional documents including these Bylaws and pledges agreement, if the application is approved, to abide by the Bylaws, including but not limited to the antitrust compliance provisions thereof.

Section 7 . In the event that a trade association is a Producer Member of IMA-NA and such trade association is a member of a Section with respect to a particular industrial mineral commodity under Section 2 of Article III of these Bylaws, each individual proprietor, corporation, firm, partnership or other entity producing or processing such industrial mineral commodity in Canada, Mexico or the United States which is a member of such trade association is, in these Bylaws, referred to as an “Affiliate of a Producer Member”, and more than one Affiliate of a Producer Member are referred to collectively as “Affiliates of a Producer Member.”

ARTICLE III – Sections

Section 1. The Association is structured in Sections, each Section corresponding with an industrial mineral commodity, as well as an Associate Member Section as set forth in Section 7 of this Article III and, if created by the Board in accordance with Section 5 of this Article III, a Various Industrial Minerals Section.

Section 2. With respect to each industrial mineral commodity, the trade association designated by IMA-NA as representing that industrial mineral commodity shall become a member of the Section corresponding with that industrial mineral commodity.

Section 3. The Sections created under Section 2 of this Article III and the Various Industrial Minerals Section under Section 5 of this Article III, if it exists, shall together be considered the Industrial Mineral Commodity Sections of the Association.

Section 4. Unaffiliated Producer Members shall be grouped by the Board into the Industrial Mineral Commodity Sections corresponding to the industrial mineral commodities they produce or process so that each Unaffiliated Producer Member carries its fair share of Association funding. An Unaffiliated Producer Member may be grouped in several Industrial Mineral Commodity Sections, if its industrial mineral production or processing so justifies. An Unaffiliated Producer Member shall be entitled to reasonably participate in the activities of the Industrial Mineral Commodity Section or Sections into which it is grouped by the Board.

Section 5. Any Unaffiliated Producer Member producing or processing only an industrial mineral commodity or industrial mineral commodities as to which no trade association is a Producer Member may, by action of the Board, (a) be grouped with certain other Unaffiliated Producer Members in a Section to be known as the Various Industrial Minerals Section or (b) be affiliated with an Industrial Mineral Commodities Section having goals which are closely related to its own.

Section 6. Each Section shall organize itself and shall provide voting power to its members in a manner that the members of that Section consider reasonable. In the specific instance in which there is an industry association member of an Industrial Mineral Commodities Section and there is also one or more Unaffiliated Producer Member of that Section, then that Section shall organize voting within that Section so that the industry association has a proportionate amount of voting power approximately equal to the estimated annual revenues in the applicable industrial mineral commodity of all members of that association compared to the sum of estimated annual revenues in the applicable industrial mineral commodity of all the members of that association plus all the Unaffiliated Producer Members of that Section, while each Unaffiliated Producer Member of that Section has a proportionate amount of voting power approximately equal to the estimated annual revenues in the applicable industrial mineral commodity of said Unaffiliated Producer Member compared to the sum of the estimated annual revenues in the applicable industrial mineral commodity of all the members of the association member of said Section plus all the Unaffiliated Producer Members of said Section.

Section 7. Associate Members shall constitute a single Section, to be known as the Associate Members Section.

Section 8. The members of each Section shall elect a chairman and may elect a vice chairman. The chairman and vice chairman of each Industrial Mineral Commodity Section and the Associate Member Section shall serve as members of the Board of Directors.

Section 9. Membership in the Association shall be suspended or terminated if a member does not pay its membership dues, in full, by the due date established by the Board of Directors, pursuant to procedures established by the Board of Directors. In addition, the Board of Directors may, by the affirmative vote of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present, terminate a member’s membership for cause. Grounds constituting “cause” shall be determined by the Board of Directors in its sole discretion. Membership in the Association also may be terminated by the death or cessation of business operations of a member, by the timely (as determined by the Board of Directors) submission of written notice of membership resignation or non-renewal, or by the failure of a member to continue to satisfy the relevant membership requirements established by the Board of Directors. However, termination of membership shall not extinguish such members’ financial obligations, if any, as more fully described elsewhere in these Bylaws.

ARTICLE IV – General Assembly

Section 1. The General Assembly shall consist of all Producer Members, Associate Members, Honorary Members and Affiliates of a Producer Member.

Section 2. There shall be at least one General Assembly meeting of the membership each year. The date and place of each such meeting shall be determined by the Board. The call of each such meeting shall be given in writing by notice delivered to members of the Association not less than thirty (30) days prior thereto. Also not less than thirty (30) days prior thereto, said call of meeting shall be given by written notice to each Affiliate of a Producer Member known to the Association. If there is but one such meeting, it shall be the annual General Assembly meeting in April or May of each year, unless otherwise ordered by the Board, for the purpose of electing members of the Board, as hereinafter provided, for receiving annual reports, and for the transaction of any other business per the agenda.

Section 3. Special meetings of the General Assembly may be called by the Chairman, the Board of Directors, or by the written request of at least two (2) of the Industrial Minerals Commodity Sections of IMA-NA, provided in all such cases that the request specifies the purpose of such a meeting. The call of each such meeting shall be given in writing by the President by notice delivered to members of the Association, and to each Affiliate of a Producer Member known to the Association, not less than fifteen (15) days prior thereto.

Section 4. The Unaffiliated Producer Members, Associate Members, Academic Members, Honorary Members, and Affiliates of a Producer Member shall have the right to attend each meeting of the General Assembly.

Section 5. Each Industrial Mineral Commodity Section in the Association and the Associate Member Section shall have one vote in the General Assembly. The chairman of each such Section shall attend the General Assembly and cast the vote of the Section. In the absence of the chairman, the other director, the first alternate or the second alternate Board member, in that order, and as provided in Section 1 of Article V of these Bylaws, shall attend and cast the vote of the Section. There shall be no voting by proxy.

Section 6. Associate Members, Adademic Members, Honorary Members, Unaffiliated Producer Members and Affiliates of Producer Members may deliberate on matters before the General Assembly in a non-voting, advisory capacity.

Section 7. A majority of the Industrial Mineral Commodity Sections shall constitute a quorum at any duly called meeting of the General Assembly. Unless otherwise stated in these Bylaws, a vote of a majority of said Sections present and represented shall be necessary to approve any matter coming before the General Assembly.

ARTICLE V – Board of Directors

Section 1. The Association is managed by a Board of Directors, which shall consist of not less than six (6) directors, with two (2) directors being elected by each Industrial Mineral Commodity Section, and two (2) directors being elected by the Associate Member Section, who shall serve a two-year term of office, which may be renewed. Industrial Mineral Commodity Section elections may be conducted in any manner allowed by the general laws of the State of Maryland, including but not limited to votes by mail ballot. The elected chairman of each Section shall be one of the two Section directors. The elected vice chairman also shall be a director. To provide consistency, the two-year term of directors from a Section will overlap so that one of the two will be elected each year. Accordingly, the Section director who is not the chairman shall serve a one-year term during the initial year or part-year of the Association. Each Industrial Mineral Commodity Section shall elect a first and second alternate member of the Board who shall act as Directors, in the order of such priority, when a Director representing that Section, or an alternate Director representing that Section, is unable to attend a Board Meeting. The Industrial Minerals Association-Europe may, at IMA-NA’s option and request, from time to time designate a member of its board of directors to be an ex officio non-voting full participant in the meetings of the Board of Directors of IMA-NA. The Industrial Minerals Association-Europe may change the member of its board of directors who is so designated as frequently as it desires.

Section 2. During the Board meeting immediately following the annual General Assembly meeting as provided in Section 2 of Article IV of these Bylaws, the Board shall elect the officers of the Association consisting of the Chairman, Vice-Chairman, and Secretary-Treasurer who will serve a two-year term of office, without renewal.

Section 3. The immediate past Chairman of the Association, so long as he/she remains active in the industrial minerals industry, will serve a two-year term as a director.

Section 4. A majority of the Board shall be necessary for a quorum to transact business at any meeting. Unless otherwise stated in these Bylaws, a vote of a majority of the members present shall be necessary to approve any matter coming before the Board.

Section 5. Meetings of the Board may be called at any time by the Chairman, or special meetings shall be called by the Chairman upon the written request of three Directors. The date and place of each such meeting shall be determined by the Chairman. The call of each such meeting shall be given in writing upon not less than ten (10) days notice by mail and either electronic mail or facsimile transmission. To the extent permitted by the general laws of the State of Maryland, any person participating in a meeting of the voting members may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation shall constitute presence in person at the meeting.

Section 6. The Board may engage the services of the President and such other staff personnel as may be necessary to transact the business of the Association. The President shall act under the direction of the Board and shall perform such duties as may be delegated to him by the Board, or the Executive Committee.

Section 7. The Board shall have power to fill all vacancies of the officers of the Association, whether by death, resignation, or otherwise. Such vacancies shall be filled for the balance of the incomplete term.

Section 8. Officers and Directors as such shall not receive any salary for their services; provided, however, that nothing herein contained shall be construed to preclude an Officer or Directors from serving the Association in any other capacity and receiving reasonable compensation therefor.

Section 9. Unless otherwise restricted by the Articles of Incorporation of the Association or these Bylaws, any action required or permitted to be taken at a meeting of the Board or the Executive Committee may be taken without a meeting. Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. The action must be evidenced by the signature of each member of the Board of Directors, and shall be included in the minutes or filed with the corporate records reflecting the action taken.

ARTICLE VI – Executive Committee

Section 1. The Board may delegate the daily management of the Association to an Executive Committee composed of the Officers of the Association and the chairman of each Industrial Minerals Commodity Section neither of whose elected members of the Board of Directors is an Officer of the Association; provided at no time shall there be two members of the Executive Committee from the same company (and for this purpose, the term “same company” includes any entity controlled by, controlling, or under common control with, said company).

Section 2. During the interim between meetings of the Board, the Executive Committee shall have the control and management of the Association, subject only to such restrictions and regulations imposed by the general laws of the State of Maryland, the Articles of Incorporation, in these Bylaws, or as may be adopted from time to time by the Board. In no event shall the Executive Committee have the power to (1) recommend to the members any action which requires approval by the members, (2) amend these Bylaws, or (3) approve any merger which does not require approval by the members.

ARTICLE VII –Officers

Section 1. Officers of the Association shall consist of a Chairman, Vice-Chairman, and Secretary-Treasurer with election and term of office as set forth in Section 2 of Article V of these Bylaws.

Section 2. The Chairman shall be the principal elective officer of the Association and shall preside at all meetings of the Board and shall be an ex officio member of all committees of the Association.

Section 3. The Vice Chairman shall perform such duties as are assigned by the Chairman and, in the absence of the Chairman, shall act for the Chairman.

Section 4. The Secretary-Treasurer shall keep an accurate record of the transactions of all meetings of the Association, the Board of Directors and the Executive Committee. The Secretary-Treasurer shall supervise the handling of all Association funds, shall render to the Board, as it shall require, an accounting of the finances of the Association, and, in the absence of the Chairman, Vice-Chairman, and Secretary shall act for the Chairman.

ARTICLE VIII – Membership Dues, Finance, and Administration

Section 1. The annual dues for Producer Membership shall be determined by the Board, using such formula or dues structure as the Board may consider fair and equitable, and shall from time to time adopt. Annual dues shall be paid in United States dollars either on an annual basis or in quarterly installments.

Section 2. The annual dues for Associate Membership shall be determined by the Board, using such formula or dues structure as the Board may consider fair and equitable, and shall from time to time adopt. Annual dues shall be paid in United States dollars either on an annual basis or in quarterly installments.

Section 3. The fiscal year of the Association shall be the calendar year or such other period as may be fixed by the Board of Directors.

Section 4. The Treasurer shall submit a financial report to the Board each year, including information necessary for the formation of a budget for the following year.

Section 5. The Association is authorized to accept funding from non-member sources for the benefit of the Association.

Section 6. The Board shall adopt a budget for each fiscal year and may alter and amend the budget as necessary for the proper administration of the Association.

Section 7. The administration of the Association shall be in a salaried chief staff executive employee who shall have the title of President or such other title as the Board may from time to time designate, and who shall be engaged as described in Section 6 of Article V of these Bylaws. The President shall manage and direct all functions and activities of the Association and perform such other duties as may be specified by the Board.

Section 8. The compensation of the President shall be fixed by the Board. The compensation of agents and the other employees of the Association shall be fixed by the President, except when such compensation would exceed budgeted limitations, in which case that compensation shall be approved by the Board.

ARTICLE IX – Indemnification of Board Members, Officers, Employees, and Agents

Section 1. The Association shall, to the fullest extent permitted by law, indemnify and hold harmless each Officer, Director, section member, committee member, and employee of the Association from and against any and all liabilities, costs and expenses (including attorneys’ fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any legal action or proceeding to which he or she may be a party by reason of his or her being or having been an Officer, Director, section member, committee member, or employee of the Association, or by reason of any action alleged to have been taken or omitted by him or her in such capacity. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be an Officer, Director, section member, committee member, or employee of the Association, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such person.

Section 2. The Association shall have the power by action of the Board to purchase and maintain insurance on behalf of an individual who is or was a Board member, officer, employee, or agent of the Association, or who, while a Board member, officer, employee, or agent of the Association, is or was serving at the request of the Association as a director, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him/her in that capacity or arising from his/her status as a director, officer, employee, or agent, whether or not the Association would have the power to indemnify him/her against the same liability under the provisions of this Article.

ARTICLE X – Use of Funds and Dissolution

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its officers, directors, employees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Code Section 501(c)(6) purposes. Upon the dissolution of the Association, and after paying or making provision for the payment of all of the liabilities of the Association, all assets of the Association shall be distributed for one (1) or more of the Association’s exempt purposes within the meaning of Code Section 501(c)(6), or shall be distributed to the federal government, or to a state or local government, for a public purpose, in such manner as the Board of Directors shall determine.

ARTICLE XI – Invalid Provisions and Headings

Section 1. If any part of these Bylaws shall be invalid or inoperative for any reason, the remaining parts, so far as possible and reasonable, shall be valid and operative.

Section 2. The headings used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.

ARTICLE XII – Amendments

These Bylaws may be amended at any meeting of the Association by a vote of two-thirds of the sections eligible to vote and present in the General Assembly. Notice of any proposed amendment shall be furnished to the Producer Members, Affiliates of a Producer Member (if known to the Association), Unaffiliated Producer Members, Associate Members, Academic Members and Honorary Members in writing at least thirty (30) days before the meeting at which such amendments are to be voted. A revised copy of these Bylaws shall be furnished to the entire membership following any changes to these Bylaws.

ARTICLE XIII – Parliamentary Procedure

All meetings of the voting membership shall be conducted in accordance with the latest edition of Robert's Rules of Order, to the extent that such parliamentary procedures are not inconsistent with these Bylaws, the Association’s Articles of Incorporation, the Code, or rules adopted by the Board of Directors or the voting membership.