AMENDED ARTICLES OF INCORPORATION OF THE MIDWEST SIGN ASSOCIATION     FIRST. The name of said corporation shall be the MIDWEST SIGN ASSOCIATION.   SECOND. The place in Ohio where the principal office of the corporation is to be located is in the county of Hamilton, Cincinnati, Ohio.   THIRD. The purpose or purposes for which said corporation is formed are: To promote the general welfare of the sign industry in the Midwest as to the relations of the sign industry with the public it serves and the relations between the members of the Association.   To conceive and inaugurate progressive self-educational programs and policies designed to develop standards and ethical guidelines in the sale, manufacture and maintenance of signs; and to assume leadership and responsibility for extending these programs and policies for mutual benefit, for the benefit of customers, and for the benefit of the sign industry and the public at large.   To establish and maintain employer-employee relations of high moral character for the collective benefit of advertisers who will depend upon the responsibility of the members of the Association to provide such service.   To establish cordial and cooperative relations with other related organizations in matters and activities of mutual benefit.   To work progressively toward the improvement and standardization of local sign ordinances whenever the opportunity arises.   To accept the responsibility of sound and ethical business practice implied in the collective aims of the Association and to apply these practices in the conduct of business of each individual member.   To strive for continuous improvement in the quality of manufacture, installation and maintenance of signs for the benefit of all the customers of its membership.   To encourage active participation by members in civic and community affairs in the area.   To be a non-profit corporation having no capital stock whatsoever. If there should be any net earnings from any activities, the same shall accrue solely to said Association and no part shall inure to any member. IN WITNESS WHEREOF, we have hereunto subscribed our names, this 13th day of June, 1986. Dan Kasper, 1986 MSA President Kevin Holthaus, 1986 MSA Vice President Don Bowman, 1986 MSA Secretary     GENERAL CODE OF REGULATIONS OF THE MIDWEST SIGN ASSOCIATION     ARTICLE I: Meetings Section 1: Semi-Annual Meetings Regular semi-annual meetings shall be held each year at the place and on the date and hour designated in the notice therefor.   Section 2: Special Meetings Special meetings of the members may be held at any time upon call of the trustees or a majority of the members of the Association.   Section 3: Notice of Meetings Notice of all meetings shall be mailed to each member appearing as such on the books of the Association at least twenty-one (211 days prior to the date of such meetings, and in all cases of special meetings, the notice therefor shall state briefly the objects thereof.   Section 4. Quorum: Thirty percent of the members shall constitute a quorum for the transaction of business at any annual or special meeting of the Association members. A member may vote by written proxy on Association affairs, providing his proxy is received by the Executive Director of the association at least twenty-four (24) hours before the meeting is convened. ARTICLE II: Trustees Section 1: Election of Trustees The election of trustees shall be held at the Fall Meeting of the members or at a special meeting called for that purpose. The election shall be by ballot. Said ballot shall be in the name and business connection of each candidate and shall be mailed to each member of the Association fourteen (14) days prior to the meeting at which such election shall be held. The candidates elected will be those receiving the largest number of votes. The Immediate Past President of MSA shall serve as Nominating Committee Chairman. The current MSA President shall appoint two other committee members. To take office in even numbered years, three sign companies and one sign supply distributor shall be elected as MSA Trustees. To take office in odd numbered years, three sign companies and one product manufacturer shall be elected as MSA Trustees. Multiples of these numbers may be nominated, but they will be elected from these categories. Any state with two (2) member sign companies shall be represented on the board by a sign company trustee and/or officer, unless no member sign company is willing to serve.   Section 2: Number of Trustees The number of trustees shall be thirteen (13), eight (8) to be elected, the four (4) officers, and the immediate past president. Excepting the President and Vice President, each of the elected trustees shall serve a two (2) year term with four (4) trustees being elected on alternate years. Trustees shall be certified representatives and bona fide employees of member companies. No elected trustee may serve more than two (2) consecutive terms.   Section 3: Powers of Trustees The Board of Trustees shall have the control and management of the business funds and property of the Association, subject only to the action of the members in meeting assembled. It may adopt bylaws not inconsistent with these regulations; promulgate and enforce rules governing the use of the property and privileges of the Association by its members; fill vacancies in its own membership; appoint standing or special committees of the Association and at will change their personnel. Any officer of the Association may be removed for cause by the affirmative vote of a majority of the members of the Board of Trustees at a meeting thereof duly called and held for such a purpose.   Section 4: Trustees' Meetings The Board of Trustees shall meet at least semi-annually. Special meetings of the Board of Trustees and/or general membership may be called by the president upon written request of any six (6) trustees. Six (6) trustees shall constitute a quorum. ARTICLE III: Officers The officers of this Association shall be: (1) President, (2) Vice President, (3) Treasurer, and (4) Secretary. If the ballot is mailed, it must be received at the MSA headquarters not later than four (4) days prior to election date. Ballots may be delivered in person at the meeting. The President and the Vice President shall be elected for one year by ballot at the fall meeting and may be re-elected to a second one-year term only. The Secretary and the Treasurer shall be elected to a two-year term by ballot at the fall meeting and may be re-elected to a second two-year term only. The Board of Trustees may engage an individual to be designated as the Executive Director, who will actively manage the Association's affairs. The Board will prescribe his or her duties, salary, and authority. The said individual shall be responsible for his/her actions only to the Board of Trustees. The person holding such office shall not be a member of the Board and has no vote.   ARTICLE IV: Duties of Officers Section 1: President The President shall preside at all meetings of members and trustees, sign all certificates of membership, and perform generally all duties usually incident to such office, and such other and further duties as may be from time to time required of him by the members or trustees.   Section 2: Vice President The Vice President shall perform all the duties of the President in the case of the latter's absence or disability. In case both the President and Vice President are absent or unable to perform their duties, the members or trustees, as the case may be, may appoint a president pro tempore.   Section 3: Secretary The Secretary shall keep or cause to be kept an accurate record of all transactions of the members and trustees. He shall give or cause to be given all notices required by law and all notices provided by the code of regulations or bylaws of the Association. He shall keep or cause to be kept proper Secretary's book, and shall properly record or cause to be recorded therein all minutes of members' and trustees' meetings, and such other matters as shall be proper and necessary. He shall issue and attest or cause to be issued and attested all certificates of membership, and generally perform such duties as may be required of him by the members or trustees. At the expiration of his term of office he shall deliver all books, papers and property of the association in his hands to the President, or to his successor.   Section 4: Treasurer The Treasurer shall safely keep or cause to be kept all monies belonging to the Association, and the same shall be disbursed under the direction of and to the satisfaction of the Board of Trustees. Proper vouchers shall be taken for all such disbursements. It shall be his duty or that of his agent to keep an accurate account of the finances of the Association on the books of the Association prepared and furnished for that purpose, and all books shall be open for inspection and examination by the Board of Trustees or any committee of the members appointed for that purpose. He shall render or cause to be rendered an account of the standing of the Association at the annual meeting of the members and at such other times as the Board of Trustees may require. He shall perform or cause to be performed all such other and further duties as may be required of him by the President or Board of Trustees. At the expiration of his term of office he shall deliver all monies, property and rights of the Association in his hands to his successor in office or to the President. ARTICLE V: Committees Section 1: Executive Committee An Executive Committee, consisting of the President, who shall be chairman, the Vice President, the Secretary and the Treasurer, shall have the power to act for the Board of Trustees when the Board is not in session. This committee shall meet whenever it is deemed necessary by the Chairman. It shall have the power to increase the total budget and/or make expenditures not to exceed $500 without the approval of the full Board of Trustees.   Section 2: Other Committees The President, with the consent and approval of the Board of Trustees, may from time to time create and appoint other and further committees and prescribe their duties. ARTICLE VI: Membership Privileges and Dues Section 1: Membership (a) Any firm, whether an individual, partnership or corporation, shall be eligible for membership in whichever of the following divisions of this Association is most appropriate to the firm's type of operation. 1. Any person or firm engaged in the manufacture, sale, erection or maintenance of signs and outdoor advertising in the Midwest (Ohio, Michigan, Indiana, Kentucky, West Virginia, Western Pennsylvania) is eligible to become an active member of this Association.   2. Any person or firm engaged in manufacturing and/or selling supplies to the sign and outdoor advertising industry, any person or firm servicing and/or promoting these industries and any organized group outside of the sign and outdoor advertising industry representing members whose business is dependent on the use of signs and outdoor advertising is eligible to become an associate member of this Association.   3. Associate members of this Association who are sign users shall be designated within the Association as the Midwest Sign Users Council. The Midwest Sign Users Council shall select from their group a Chairman and may select two Vice Chairmen, who will serve as a committee to administer the Council. The Council shall coordinate its activity with the Association and shall be recognized within the Association as a standing Ad Hoc Committee of the Association. Said Council is formed as liaison between sign users and other regular members of the Association in order to receive their input relating to industry need and, in turn, to provide sign users with accessible data and serve for furtherance of this Association's stated objectives and purposes.   (b) Applications for membership must be made in writing on a form prescribed by the Board of Trustees and must be accompanied by payment of full annual dues, which would imply agreement to conform to the aims of the association. The dues of any firm becoming a member for less than a full calendar year will be adjusted on a quarterly basis the second year to provide for subsequent dues billing on a calendar year basis.   Section 2: Privileges (a) Each member shall be entitled to one vote in the affairs of the Association. The vote shall be cast by a duly specified individual representing the member firm who shall be a bona fide employee of the member and whose name shall be certified to the Executive Director of the Association. The member may, at any time, change the individual empowered to cast its vote by notifying the Executive Director of the Association in writing before the next official casting of Association votes. Associate members have full voting privileges.   (b) Members having wholly-owned branches would be entitled to only one membership in the Association and shall have only one vote in the conduct of Association affairs.   (c) Any duly specified and certified representative, who shall be a bona fide employee of a member, shall be eligible to serve on the Board of Directors. Associate members may hold any office except President or Vice President.   (d) Members shall be entitled to: 1. All benefits resulting from activities or any program in which the Association is included.   2. All such assistance on legislative and technical matters which the facilities of this Association may provide.   3. Full privilege of displaying the Association emblem on stationery, advertising matter and other materials or equipment.   4. Complete information on the bylaws of the Association and other regulations as they may arise.   5. Full information on the financial status of the Association at least annually.   (e) Any member may withdraw from the Association at any time except that such member shall be liable for the payment of all past dues from the time of withdrawal and shall not be entitled to the refund of any dues paid in advance.   (f) Upon satisfactory proof of violation of the aims and purposes of this Association, or any of the bylaws, any member may be directed by the Board of Trustees to show cause why such member should not be expelled from the Association. After hearing and weighing the evidence, the Board of Trustees, upon a two-thirds vote of the board membership, shall have the right to expel such members or take such other disciplinary action as it may desire.   (g) Any member that withdraws or is expelled from the Association shall promptly return the Association Membership Plaque and all Association Emblems in its possession and shall thereafter refrain from using the Association Emblem in any manner or making a reference that it is a member of this Association. Failure to comply within a required period of time shall be cause for legal action by the Association.   (h) Any former member may be reinstated upon application and by a two-thirds affirmative vote of the members present of the total membership of the Board of Trustees, who shall certify the basis of reinstatement.   Section 3: Dues The annual rate of dues shall be as prescribed by the Board of Trustees based upon a formula as approved by a vote of the membership. A full year's dues to be paid on admittance and credit to be given on next year's billing for portion of year not a member. Fiscal year runs from January I to December 31. Any member whose dues become more than three (3) months delinquent any time may be suspended from membership by direction of the Board of Trustees. ARTICLE VII: Funds All funds of the Association shall be deposited from time to time to the credit of the Association in such banks as the Board of Trustees may determine, and all checks issued by the Association shall be signed by the Treasurer and/or such officers, agents or other representatives of the Association as shall be designated by the Board of Trustees, from time to time. All officers and employees handling monies of the Association shall be bonded in amounts specified by the Board of Trustees, with the cost of bonding to be borne by the Association, by a surety company approved by the Board of Trustees.   ARTICLE VIII: Repeals and Amendments This code of regulations may be amended or repealed, in whole or in part, by a majority vote at any regular meeting or special meeting, provided that any proposed change is submitted in writing to all members no less than fourteen (14) days before the meeting date, at which time the vote on said change is to be taken.   ARTICLE IX: Dissolution This Association shall not be discontinued by the members unless three-fourths of the members listed upon the membership roll shall vote for such discontinuance in the manner provided for amendments to these Articles. All property which may remain after payment of (1) the just debts due City, State, Nation or Creditors, and (2) loans advanced by members beyond the ordinary dues shall be contributed to a charity chosen by the Association Board of Trustees.   ARTICLE X: Disputes In the event that any dispute shall arise as to parliamentary procedure not covered by these articles, Robert's Rules of Order shall prevail.   The above General Code of Regulations of the Midwest Sign Association was approved by the general membership of said Association on February 24, 1989.   Kevin Holthaus, 1989 MSA President Cal Lutz, 1989 MSA Vice President Herb Scott, 1989 MSA Secretary