ASSOCIATION OF INGERSOLL-RAND DISTRIBUTORS (AIRD) BYLAWS

ARTICLE 1 - NAME

Section 1.
The name of this Association shall be Association of Ingersoll-Rand Distributors, Inc. It shall be known as "AIRD, Inc."

ARTICLE II - PURPOSE

Section 1.
The purpose of this Association shall be to promote and develop business opportunities for distributors of Ingersoll-Rand products; to create loyalty between Ingersoll-Rand and distribution; and to gain the loyalty of the customer so the will continually buy more products and services creating profitable growth for all.

ARTICLE III - MEMBERSHIP

Section 1.
Eligibility. Any individual, corporation, partnership or other entity which is a distributor of air compressors and has an Ingersoll-Rand Air Compressor Group or Full-Service Type 30 Master Distributor Agreement shall be eligible for membership upon payment of the prescribed entrance fee and annual dues.

Section 2.
Entrance Fee and Dues. Each Member shall pay an annual dues as determined from time to time by the membership. An entrance fee of Fifty Dollars ($50.00) shall be paid by each prospective Member when submitting a letter of intent to affiliate with the Association.

Section 3.
Changes in Dues Schedule. The Board of Governors may reduce the dues at its discretion but may only increase them or levy any assessment with the approval of Members.

Section 4.
Approval of Members. In addition to the eligibility requirements set forth in Section 1 of this Article III, each prospective member shall be approved by the Board of Governors and a two-thirds vote of the Membership in attendance.

ARTICLE IV - REGIONS

Section 1.

NORTHEAST REGION - I
The territory to be served by the Association shall be divided into Regions as follows:
Connecticut
Delaware
District of Columbia
Maine
Maryland
Massachusetts
New Hampshire
New Jersey
New York (Eastern)
Pennsylvania - east of Altoona
Rhode Island
Vermont
Canada - Quebec, New Brunswick, Nova Scotia (may attend meetings)

MIDWEST REGION - II
Illinois
Indiana
Iowa
Kansas
Kentucky
Michigan
Minnesota
Missouri
Nebraska
New York (Western)
North Dakota
Ohio
Pennsylvania - west of Altoona
South Dakota
Wisconsin
West Virginia
Canada - Ontario

SOUTHEASTERN REGION - III
Alabama (Eastern)
Florida (Eastern)
Georgia
North Carolina
South Carolina
Tennessee (Eastern)
Virginia
Puerto Rico

WESTERN REGION - IV
Alaska
Arizona
California
Colorado
Hawaii
Idaho
Montana
Nevada
Oregon
Utah
Washington
Wyoming
Canada - Alberta, British Columbia (may attend meetings)

SOUTHWESTERN REGION - V
Alabama (S. Western)
Arkansas
Florida (S. Western)
Louisiana
Mississippi
New Mexico
Oklahoma
Tennessee (Western)
Texas

ARTICLE V - MEETINGS OF MEMBERS

Section 1.
Annual National Convention. The Annual Convention of the Association shall be held at such time and place as shall be designated by the Board of Governors. Written notice of the time and place of such meetings shall be mailed to each Member at least sixty (60) days prior to the date thereof.

Section 2.
Annual Membership Meeting. The Annual Membership Meeting, to be known as the "Mid-Year Meeting," shall be held at such time and place as shall be designated by the Board of Governors. Written notice of the time and place of such meetings shall be mailed to each Member at least sixty (60) days prior to the date thereof.

Section 3.
Special National Meetings. Special Meetings of Members may be called at any time by the President or the Board of Governors. Special meetings shall be called by the President upon written request of 10% of the Membership. Written notice of the time, place and purpose of the Special Meeting shall be given to each Member at least fifteen (15) days prior to the date thereof.

Section 4.
Regular Regional Meetings. Regular Regional Meetings of Members may be called at any time by the Region Representative, and it is customary that at least two such regular Regional Meetings be held each year. The time and place of such meetings shall be designated by the Region Representative. Written notice of the time and place of such meetings shall be mailed to each Member within the Region at least thirty (30) days prior to the date thereof.

Section 5.
Special Regional Meetings. Special Regional Meetings of Members may be called at any time by the Region Representative. Special Regional Meetings shall be called by the Region Representative upon the written request of three (3) Members within the Region. Written notice of the time, place and purpose of Special Regional Meetings shall be given to each Member within the Region at least fifteen (15) days prior to the date thereof.

Section 6.
Quorum. At Members' Meetings, no fewer than fifty percent (50%) of the membership shall be present in person, or by proxy (membership meeting only), to constitute a quorum for the transaction of all business properly before the meeting, and a majority vote of those present in person or by proxy (membership meeting only) at a meeting at which a quorum is present shall be sufficient for the transaction of business. If a quorum be not present, those present, by a majority vote, may adjourn the meeting to a time and place designated in the motion for adjournment. Notice shall be required of the time and place to which any such meeting is adjourned.

Section 7.
Voting. Upon all questions before meetings of Members, each Member shall be entitled to one (1) vote either in person or by a signed proxy directed to another Member or an employee of a Member serving in an executive or managerial capacity. All proxies shall be filed with the Administrative Office before the commencement of the meeting.

Section 8.
Executive Sessions. The Board of Governors may designate any session of a meeting of the Members as an executive session, in which event no one but Members and such other persons as the Board may designate shall be admitted thereto.

Section 9.
Vote by Ballot. Whenever an issue arises which requires a membership vote and, in the judgment of the Board of Governors it is inexpedient to call a meeting of Members for that specific purpose, the Board of Governors is hereby vested with the authority to direct the Executive Director to submit the issue by written ballot to the Members eligible to vote on the issue for decision. Issues presented in this manner shall require a favorable vote of two-thirds or more of the Members eligible to vote for adoption and shall have the same force and effect as if
the issue had been voted upon at a meeting of Members.

Section 10.
Order of Business. The order of business at the Annual National Convention shall be as follows:
1. Roll call of Members.
2. Reading of Minutes of last meeting.
3. President's address.
4. Report of the Treasurer.
5. Report of the Executive Director.
6. Reports of the Committees.
7. Unfinished business.
8. New business.
9. Report of tellers on the election of Officers.
10. Installation of Officers.
11. Adjournment of meeting.

ARTICLE VI- BOARD OF GOVERNORS

Section 1.
Membership. There shall be a Board of Governors consisting of the President, the Vice President, the Secretary, the Treasurer, Region Representatives, the Immediate Past President and all Product Liaison Representatives. The number of separate Product Liaison Representatives may vary based on how many Region Representatives also serve as Product Liaison Representatives. Each individual serving on the Board of Governors is entitled to one vote.

Section 2.
Powers. The Board of Governors shall have full power to conduct the business and affairs of the Association. It shall be the duty of the Board of Governors to determine all questions of policy, to direct and supervise all work and all activities of the Association and all Committees, and to perform such duties from time to time as may be necessary for carrying out the spirit and intent for which the Association was organized. It shall have charge of the disbursement of all funds of the Association and have power to engage such other employees as may be necessary to carry on the work of the Association. Any action taken or decision made shall be submitted to the General Membership for review and approval upon the written request to the President to do so by at least 10% of the membership.

Section 3.
Vacancies. Any vacancy in the Board of Governors shall be filled within thirty (30) days by the appointment by the Board of Governors of a Member from the Region in which the vacancy occurs. The Member so appointed shall complete the unexpired term of his predecessor.

Section 4.
Meetings.
(a) The Board of Governors shall meet at least twice a year, one of which meetings shall be held at the time of the Annual Convention, and the other, to be known as the Semi-Annual Meeting, at a time and place designated by the Board of Governors, and additional meetings shall be held upon the call of the President at such time and place as the Board may designate. A two-thirds majority of the Board shall constitute a quorum for the transaction of business, and the affirmative vote of at least two-thirds of the entire Board membership shall be sufficient for the transaction of business.
(b) The Board of Governors shall also meet upon the written request of six (6) Members of the Board addressed to the Executive Director. Notice of the time and place of each meeting of the Board shall be given to each Member thereof not less than ten (10) days prior to the day of the meeting.
(c) Each Member of the Board of Governors shall be entitled to one vote.

Section 5.
Vote By Ballot. The Board of Governors may also vote on an issue by written ballot sent to the Board of Governors. Issues presented in this manner shall require a favorable vote of two-thirds or more of the members of the Board of Governors eligible to vote for adoption and shall have the same force and effect as if the issue had been voted upon at a meeting of the Board of Governors.

ARTICLE VII - OFFICERS

Section 1.
Officers. The Officers of the Association shall be a President, a Vice President, a Treasurer, and a Secretary. All of the Officers will serve without compensation. The Executive Director is appointed by the Board of Governors and serves until their successors are appointed and shall have qualified.

Section 2.
Elections.
(a) Election of President, Vice President, Secretary, and Treasurer. The President, Vice President, Secretary, and Treasurer shall be elected by the Members as follows:
The President shall appoint a Nominating Committee of three (3) members, one of which shall be the Immediate Past President who will be the chairman. At least sixty (60) days prior to the Annual Convention, the Nominating Committee shall prepare a list of nominees for President, Vice President, Secretary and Treasurer, which shall be presented for election by the membership.
(b) Election of Region Representatives. Each Region shall be represented on the Board of Governors by one Region Representative. He shall be elected only by the Members located in his particular Region, and his place of business shall be in the Region which he shall represent. The Region Representative shall be elected as follows:
The President shall appoint a Regional Nominating Committee of two (2) members located in each Region that elects Regional Representatives and designates a member as chairman of each committee. At least sixty (60) days prior to the Annual Convention, each Regional Nominating Committee shall prepare a list of nominees for the office of Regional Representatives who shall be presented for election by the members located in the Region.
(c) Election of Product Liaison Representatives. The Executive Committee shall nominate Product Liaison Representatives of AIRD to serve as the principal contacts for the Association Membership with Ingersoll-Rand’s product managers. The nominations shall be presented to the Board for election. They shall be elected by the Board.
(d) In electing the President, Vice President, Secretary, Treasurer and Region Representatives, each Member of the Association shall be entitled to the number of votes as outlined in Section 7 of Article 5.

Section 3.
Terms of Officers. The President, Vice President, Secretary, and Treasurer shall be elected for the term of one (1) year and shall serve until their successors are elected and qualified. The Region Representatives shall serve for terms of two (2) years, one-half of whom shall be elected each year. The Product Liaisons Representatives shall serve for terms of (3) years, and may be re-elected by the Board.

ARTICLE VIII - DUTIES OF OFFICERS

Section 1.
President. The President shall preside at all National Conventions and Meetings of Members and at Meetings of the Board of Governors. He shall, as the principal executive officer of the Association, conduct and supervise its business and affairs under the direction of the Board of Governors.

Section 2.
Vice President.
(a)In the event of the death, absence, disability, or resignation of the President, the Vice President shall perform the duties of the President until his successor shall have been elected. In the event of a vacancy in the Vice President, the Secretary shall automatically be elevated to his office.
(b) In the event of the death, absence, disability, or resignation of the Vice President, the Secretary shall automatically be elevated to his office.
(c) At the request of the President, the Vice President shall serve as liaison between assigned Committees and the Board of Governors.

Section 3.
Secretary. The Secretary shall read the official minutes at the National Convention and Meetings of Members, if desired. In addition, he shall generally perform all duties incident to the office of the Secretary and which may be required of him by the Board of Governors.

Section 4.
Treasurer. The Treasurer shall delegate the collection of all moneys due to the Association to the Executive Director who shall deposit them forthwith in such bank as shall be designated by the Board of Governors. In addition, the Treasurer shall generally perform all duties incident to his office as may be requested by the Board of Governors.

Section 5.
Executive Director. The position of Executive Director shall be created for the purpose of carrying out the work required and directed by the Board of Governors and/or the Executive Committee.
(a) The Executive Director may be an individual, firm or corporation and may be engaged on a yearly basis. The Executive Director is not required to be a member of the Association and will be compensated for services by the Association in such a manner and in such amounts as the Board of Governors may determine.
(b) The Executive Director shall be responsible for the conduct, control and direction of the headquarters of the Association, performing duties as may be assigned by the Board of Governors and shall report to them. The Executive Director shall receive all moneys paid or payable to the Association including membership dues and assessments and shall deposit the moneys of the Association in such bank accounts and may make disbursements there from for Association purposes, as may be authorized by the Board of Governors.
(c) A report of the financial statements and the receipts and disbursements of the Association shall be prepared annually by a certified public accountant engaged by the Board of Governors at the expense of the Association. The Executive Director shall furnish a Surety Bond, satisfactory to the Board of Governors, conditioned upon the faithful discharge of his duties. The cost of the bond shall be an expense of the Association.

ARTICLE IX - RESIGNATIONS AND TERMINATION OF MEMBERSHIP

Section 1.
Resignations from membership shall be presented in writing addressed to the Board of Governors and forwarded to the Administrative Office. No resignation shall be accepted by the Board of Governors unless such requirement has been fulfilled and all dues and other obligations have been paid in full.

Section 2.
Termination of membership by the Board of Governors may be effected by a two-thirds vote of the Board of Governors provided, however, the Member concerned is given written notice ten (10) days prior to the action, and is granted an opportunity to be heard by the Board of Governors before any action is taken. Termination of membership, subject to the foregoing, may be effected for one or more of the following reasons:
(a) Discontinuance of or retirement from the distribution of air compressors, and/or cancellation of Ingersoll-Rand Air Compressor Group or Full-Service Type 30 Distributor Agreement, as set forth in Article III.
(b) Failure to meet financial obligations due the Association.
(c) Liquidation or failure of the Member's business.
(d) Failure to comply with all of the By-Laws of the Association.
(e) Engaging in conduct prejudicial to the welfare, interest, and character of the Association.
Anyone who believes the membership of an affiliated company should be terminated shall advise the President of the Association, in writing, of the reasons he believes the affiliated company no longer qualifies. Dues Delinquency: Dues are payable by the 1st 90 days of every year. Following that 90 day period, an additional 60 day interim period will be allotted. If the member remains delinquent, he will then be referred to the Board for pending termination.

Section 3.
Resignation or Termination of membership in the Association in any manner whatsoever, for any cause, or any individual, partnership, or corporation shall operate as a release and abandonment of all right, title, or interest on the part of such Member to any portion of the funds, property, or other assets of the Association, and the membership shall cease.

Section 4.
Reinstatement. Members who have resigned or whose membership has been terminated for any reason may be reinstated with a repayment of the $50 Initiation Fee, payment of current membership dues, approval of the Board of Governors and a two-thirds vote of the attending members.

ARTICLE X - COMMITTEES
The President, subject to the approval of the Board of Governors or upon delegation of authority by the Board, shall appoint such committees as are deemed advisable by the Board. The President shall be a Member, exofficio, of all committees. The reports of all committees shall be referred to the Board of Governors before they are presented to the Association. The President, Vice President, Treasurer, Secretary and Past President shall be known as the Executive Committee, which Committee in the interim period between Board of Governors’ meetings shall have and exercise the authority of the Board of Governors in the management of the Association and shall report all such actions to the Board of Governors at the next meeting following such action. The Executive Committee would serve on the AIRD/Ingersoll-Rand Advisory Board.

ARTICLE XI - MISCELLANEOUS

Section 1.
Consent of Members or Governors. Any action which may be taken at a meeting of writing setting forth the action so taken, shall be signed by all of the members or directors who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation.

Section 2.
Participation in Meetings by Conference Telephone. One or more persons may participate in a meeting of the members or the Board of Governors by means of conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other. Notwithstanding any other provisions herein, participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE XII - AMENDMENTS
These By-Laws may be altered, amended, or repealed by the Members after approval of a resolution proposing the same by the Board of Governors. Approval of such amendments may be given by written ballot or at a meeting of the Members, the notice of which shall state in substance the form of the proposal to be voted upon and the purpose to be accomplished by its adoption. No amendments or repeal hereof shall be adopted at a meeting or by written ballot except by the affirmative vote of two-thirds of the membership.

ARTICLE XIII - INDEMNIFICATION AND INSURANCE

Section 1.
The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a representative of the Association, or is or was serving at the request of the Association as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually or reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that this conduct was unlawful.

Section 2.
Notwithstanding any contrary provision of the Articles of Incorporation of these By-Laws, to the extent that a representative of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

Section 3.
Unless ordered by a court, any indemnification under Section 1 above shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he has met the applicable standard of conduct set forth in such Section. Such determination shall be made:
(a) By the Board of Governors by a majority vote of a quorum consisting of governors who are not parties to such action, suit or proceeding:
(b) By independent legal counsel in a written opinion by a majority vote of a quorum consisting of governors who are not parties to such action, suit or proceeding;
(c) If such quorum is not obtainable, a majority vote of all of the governors so directs, by independent legal counsel in a written opinion; or
(d) By the members.

Section 4.
Expenses incurred in defending a civil or criminal action, suit or proceeding, may be paid by the Association in advance of the final disposition of such action, suit or proceeding in the discretion of the Board of Governors in any specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Association.

Section 5.
The Association shall also indemnify any person against any expenses, including attorneys' fees, actually and reasonably incurred by him in enforcing successfully any right to indemnification under this Article. Any person who shall serve as a governor, officer, employee or agent of the Association or is or was serving at the request of the Association as a governor, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be deemed to do so with knowledge of any in reliance upon the rights of indemnification provided in this Article.

Section 6.
The indemnification provided in this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of members of disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a representative and shall insure to the benefit of the heirs and personal representative of such person.

Section 7.
Any indemnification under this Article by the Association of a representative of the Association shall not apply to expenses or liability incurred by such individuals which are covered by insurance.

Section 8.
The Association shall have power to purchase and maintain insurance on behalf of any person who is or was governor, officer, employee or agent of the Association, or is or was serving at the request of the Association as a governor, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability.

ARTICLE XIV - MEMBERS OF BOARD OF GOVERNORS' LIABILITY

Section 1.
A member of the Board of Governors of the Association shall stand in a fiduciary relationship to the Association and shall perform his/her duties as a member of the Board, including his/her duties as a member of any committee of the Board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interest of the Association, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties, a member of the Board shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(a) One or more officers or employees of the Association whom the member of the Board reasonably believes to be reliable and competent in the matters presented.
(b) Counsel, public accountants or other persons as to matters which the member of the Board reasonably believes to be within the professional or expert competence of such person.
(c) A committee of the Board upon which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the member of the Board reasonably believes to merit confidence.
A member of the Board shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.

Section 2.
In discharging the duties of their respective positions, the Board of Governors, committees of the board and individual members of the Board may, in considering the best interest of the Association, consider the effects of any action upon employees, upon suppliers and customers of the Association and upon committees in which offices or other establishments of the Association are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of Section 1 above.

Section 3.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a member of the Board or any failure to take any actions shall be presumed to be in the best interests of the Association.

Section 4.
A member of the Board of the Association shall not be personally liable for monetary damages as such for any action taken, or failure to take any action, unless:
(a) The member of the Board has breached or failed to perform the duties of his/her office as set forth under Sections 1 though 3 above; and
(b) The breach of failure to perform constitutes self-dealing, willful misconduct or recklessness.

Section 5.
The provisions of Section 4 above shall not apply to the responsibility or liability of a member of the Board pursuant to any criminal statute or to the liability of a director for the payment of taxes pursuant to local, state or federal law.