Bylaws of the Central Valley Chapter of the

American Backflow Prevention Association

Article 1- General

Section 1.01 International Organization

The American Backflow Prevention Association, Inc. (ABPA), a Texas not-for-profit corporation, (hereinafter referred to as "The Association") is an international body, which is organized into regions and local chapters. The Central Valley Chapter of the American Backflow Association, (hereinafter referred to as "The Chapter") is a chapter of the ABPA and shall be organized under the authority of the Association as specified in section 1.02 and shall be subordinate to and subject to the authority of the Association.

Section 1.02 Central Valley Chapter

The Central Valley Chapter of the American Backflow Association shall be organized as a local chapter in accordance with Article 9 of the Association's bylaws within the geographical boundary of the State of California. The Chapter shall be organized within the Region 6 of the ABPA.

Section 1.03 Bylaws

These bylaws and all subsequent revisions thereto shall be consistent with the Articles of Incorporation and bylaws of the ABPA and shall be approved by the association and it's national council prior to adoption.

Section 1.04 Incorporation

The Chapter shall be incorporated as a domestic, non-profit corporation within the State of California.

Section 1.05 Office

The office of the Central Valley Chapter in the State of California is 7527 East Butler Ave. Fresno Ca, and its agent at such address is Terry Schneider. The Chapter may, from time to time, change the address of its office or appoint a new agent or both, in each case by resolution adopted by the board and by statement filed in the office of the Secretary of State in the State of California.

Section 1.06 Fiscal Year and Operating Year

The Fiscal year of the Chapter shall begin on the first day in January in each year.

The Operating year of the Chapter shall begin on the first day in January following the election of the new board members and the adjournment of the annual meeting.

Article 2-Membership

Section 2.01 Qualifications

All candidates for membership and all members shall have a recognizable interest in the furtherance of the objectives of the Association and Chapter and shall carry on their business or profession in a fully ethical manner and in conformity with generally accepted principals of conduct. All Chapter members shall also be members in good standing of the Association.

Section 2.02 Categories of Members

The Chapter membership shall consist of: (1) Individual Member: A person who qualifies under section 2.01 above, and who commits his/her allegiance to the Association and Chapter for a specified period of time. (2) Honorary Chapter Member: An individual whose knowledge, accomplishments and service to the field of cross-connection control within the boundaries of the Chapter entitle him/her to special recognition. The Board of Directors can only grant this membership. The Honorary Chapter Member shall be exempt from paying Chapter dues, but not Association dues. The Board may authorize payment to the Association dues of an Honorary Chapter Member. The Board of Directors may establish other categories of membership through the amendment of these bylaws, but not inconsistent with the categories of membership of the Association.

Section 2.03 Dues and Fees

The Chapter may levy dues and fees upon the membership in such amounts and for such periods as may be determined by resolution of the Board of Directors. Dues and fees shall be payable at such time and by such methods of collection as the Board of Directors may prescribe. The Board of Directors may make regulations necessary to enforce the collection of such dues and fees, including provisions for the termination of membership, upon reasonable notice, for non-payment of such dues and fees, and for re-instatement of membership.

Section 2.04 Termination and Transfer of Membership

The right of the members of the Chapter are not transferable and shall cease upon termination of membership. Termination of membership will result in the forfeiture of all fees and dues paid to the Chapter. The Board of Directors may terminate the membership of any member whenever it is the judgment of the Board that the best interests of the Chapter will be served thereby. The Board of Directors may likewise recommend to the Association's Board of Directors the termination of that member from the Association. The member in question shall have the right to appear at a hearing before the Board of Directors before the said membership is terminated.

Article 3-Membership Meetings and Elections

Section 3.01 Regular Meetings

The Chapter shall conduct a regular membership meeting at least once a year. At such meetings, such business as may be properly is brought before the Chapter membership shall be transacted. Notice of regular meetings shall be given to all members not less than ten (10) days before the time at which the meeting is to be held. Each such notice shall state the time, place, and matters of special interest to be conducted.

Section 3.02 Special Meetings

Special meetings shall be held at the call of the President, or, by a majority of the Board of Directors, or, by 33% of the membership. Notices shall be as for regular and shall contain the purpose of such meetings. No business other than that specified in the notice of the meeting shall be transacted at any special meeting.

Section 3.03 Conduct of Meetings

Each meeting shall be chaired by the President, or in his/her absence, the Vice-President.

Section 3.04 Actions of the Membership

Any action requiring the approval of the membership may be taken at a regular or special meeting, or may be acted upon by mail ballot. To be considered approved, said action shall require a two-thirds (2/3) majority vote on the issue. In the case of a mail election (as prescribed in section 3.01), all members shall receive a ballot for the action being taken. The President shall tabulate the results of the balloting covered by this section.

Section 3.05 Elections

Elections of the Directors and Officers may be conducted at a regular or special meeting of the membership or by mail. At a membership meeting, the Board of Directors shall appoint a member in good standing of the Chapter to serve as the official teller for the election. A mail election may be conducted in lieu of conducting the election at a membership meeting. In this case, all ballots shall be mailed to the Chapter for tabulation. In each case, in order for a candidate to be elected he must receive a simple majority of the votes cast for his/her particular office. Any member may nominate any other member for an office. All nominees must be members in good standing with the Chapter and with the Association. The names of the candidates shall be mailed to all members at least 30 days prior to an election conducted at a membership meeting.

Section 3.06 Parliamentary Authority

Robert's Rules of Order shall be parliamentary authority on all matters not covered by these bylaws.

Article 4-Board of Directors

Section 4.01 Powers and Duties

The Board of Directors shall have the power and shall act to establish and/or change the policies for the conduct, management, and direction of the Chapter, except those powers specifically reserved or granted by law or these bylaws to the members of the Chapter, so long as such policies and direction do not conflict with the policies and direction of the Association, which determination shall be at the sole discretion of the Association's Board of Directors. Powers and activities of the Board of Directors shall be consistent with the Articles of Incorporation, Bylaws, and adopted resolutions of the Association and the Chapter.

Section 4.02 Composition

The Officers shall be comprised of: (Position 1) President; (Position 2) Vice-President; (Position 3) Secretary; (Position 4) Treasurer/Chief Financial Officer; (Position 5) Director-two (2) year term; (Position 6) Director-two (2) year term; (Position 7) Director-two (2) year term; (Position 8) Director-two (2) year term.

Section 4.03 Regular Meetings

The Board of Directors shall hold regular meetings a minimum of two (2) times per operating year, with one of these meetings being held in conjunction with a Chapter membership meeting. All meetings of the Board of Directors shall be open to the Chapter membership. Such meetings shall be held at such a place as the Board of Directors may designate within the State of California.

Section 4.04 Special Meetings

Special meetings of the Board of Directors shall be held whenever called by the President or by a majority of the directors. Written notice of each such meeting shall be given at least ten (10) days before the time such a meeting is to be held. No business other than specified in the notice shall be transacted at any special meeting.

Section 4.05 Quorum and Manner of Acting

A quorum shall be defined as five (5) members of the Board of Directors. A quorum shall be required for the Board of Directors to conduct a meeting. Each member of the Board of Directors shall be entitled to one (1) vote. The President will only vote when issues result in a tie. Any action by the Board of Directors requires a majority vote of the quorum of the Board members to be considered approved, except those actions, which require approval, by the membership as specified in these bylaws. The Directors shall act only as a Board and individual members of the Board of Directors shall have no powers except that of an individual member of the Chapter.

Section 4.06 Resignations

Any member of the Board of Directors may resign at any time by giving written notice to the Chapter President (or in case of the President, notice shall be given to the Vice-President). Any such resignation shall take effect at the date of receipt of such notice or at such time specified in the notice. Unless specified therein, the acceptance of resignation shall not be necessary to make it effective.

Section 4.07 Removal

Any member of the Board of Directors may be removed by the authority, which elected or appointed said member, whenever it is the judgment of that authority that the best interests of the Chapter will be served thereby.

Section 4.08 Vacancies in Office

If the President fails to complete a term in office, the Vice-President shall become President. The Board of Directors shall appoint a replacement to complete the term of any officer or board member until the next scheduled election.

Section 4.09 Expense and Salary

No salary or compensation shall be payable for services as a Director or Officer. Expenses for meeting attendance or other necessary business of the Chapter may be considered for reimbursement by the Board of Directors, provided such expenses meet the following criteria; (1) The expenses are in the best interest of the Chapter. (2) The expenses are frugal, legitimate and receipts are furnished.

Article5-Directors

Section 5.01 Qualifications

Each Director shall be a member in good standing of the Association and Chapter.

Section 5.02 Elections

Directors shall be elected in the same manner and at the same time as the Officers of the Chapter, pursuant to Section 3.05

Article 6-Officers

Section 6.01 Designation

All candidates for office shall be members in good standing in the Association and Chapter and must signify a willingness to accept the office. Officers shall perform the functions designated by the bylaws.

Section 6.02 President

The President, under the Boards direction, shall have general supervision over the activities and operations of the Chapter. The President shall sign, execute, and acknowledge, in the name of the Chapter, those instruments authorized by the Board of Directors. The President shall preside over all meetings of the chapter and, in general, shall perform all duties incident to the office of the President. The President shall serve as the Chair of the Board of Directors. The President will only vote when issues result in a tie.

Section 6.03 Vice-President

The Vice-President shall assist the President in the performance of his/her duties, shall chair meetings of the Chapter during the absence of the President, and shall assume the office of the President in the event of the Presidents departure and/or incapacitation before the completion of his/her term.

Section 6.04 Secretary

The Secretary shall; properly maintain all records and reports of the Chapter as required by law and the Association, shall have the responsibility for providing that notices required by these bylaws be issued, and shall prepare the minutes of all Chapter meetings and Board of Director meetings. The Secretary shall in general, perform all duties incident to the office of Secretary.

Section 6.05 Treasurer/Chief Financial Officer (CFO)

The CFO shall provide for the custody of the funds or other property of the Chapter and shall keep or see to the keeping of a separate book account of the same; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Chapter; and shall deposit or see to the deposit of all funds of the Chapter in such banks or other places of deposit as the Board of Directors may from time to time may designate. In addition, the CFO shall, whenever so required by the Board of Directors, render an account showing all transactions as CFO and the financial condition of the Chapter, and in general, shall perform all duties incident to the office of the Chief Financial Officer.

Section 6.06 Qualifications

Each Officer of the Chapter shall be a member in good standing in the Association and Chapter. The President and Vice-President shall not be an agent or employee of a manufacturer of backflow prevention related equipment or parts.

Section 6.07 Elections

All officers shall be elected by the Chapter membership no more than ninety (90) days prior to the end of the operating year. The election shall be conducted at a regular or special meeting of the Chapter membership, or by mail election, in the manner specified in Section 3.05.

Section 6.08 Term of Office

The term of the Officers shall be for a period of one (1) year. No member shall hold more than one (1) office at a time and no member shall be eligible to serve more than three (3) consecutive terms in the same office.

Article7-Committees

Section 7.01 Committees

From time to time, the President, with the concurrence of the Board of Directors, may appoint committees as the business of the Chapter may require, each of which shall hold office for such period, have such authority and perform such duties as the President may prescribe.

Article 8-Contracts, Checks, Deposits and Funds

Section 8.01 Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the Chapter, in addition to the officers so authorized by these bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter, and such authority may be general or confined to specific instances.

Section 8.02 Checks, Drafts, Etc.

All checks, drafts, or orders for the payment of money, noted or other evidences of indebtedness issued in the name of the Chapter, shall be signed by such officer or officers, agent or agents of the Chapter and in such manner, shall from time to time be determined by resolution of the Board of Directors, such instruments shall be signed by the Treasurer/CFO, and countersigned by the President or the Vice-President of the Chapter.

Section 8.03 Deposits

All funds of the Chapter shall be deposited to the credit of the Chapter in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 8.04 Gifts

The Board of Directors may accept, on behalf of the Chapter, any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Chapter.

Article 9-Books and Records

Section 9.01 Books and Records

The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Chapter may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

Article 10-Indemnification

Section 10.01 Indemnification

To the extent not inconsistent with the law of the State of California, every person (and the heirs and personal representatives of such person) who is or was a director or officer of the Chapter shall be indemnified by the Chapter against all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suite or proceeding (a) if such director or officer is wholly successful with respect thereto or (b) if not wholly successful, then if such director or officer is determined to have acted in good faith, in what he reasonably believed to be the best interest of the Chapter and, in addition, with respect to any criminal action or proceeding, is determined to have had no reasonable cause to believe that this conduct was unlawful. The termination of any claim, action, suit or proceeding, by judgment, settlement (whether with or without court approval), conviction, plea of guilty or plea of nolo contendere (or its equivalent) shall not create a presumption that a director or officer did not meet the standards of conduct set forth in this section. As used in this Section, the terms "claim, action, suit, or proceeding" shall include any claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of this Chapter, any other corporation or otherwise), civil, criminal, administrative or investigative, or threat thereof, in which a director or officer of the Chapter (or is heirs and personal representatives) may become involved, as a party or otherwise: (a) By reason of his being or having been a director or officer of the Chapter or of any corporation which he served as such at the request of the Chapter, or (b) By reason of his acting or having acted in any capacity in a partnership, association, trust or other organization or entity where he served such at the request of the Chapter, or (c) By reason of any action taken or not taken by him in any such capacity whether or not he continues in such capacity at the time such liability or expense shall have been incurred. As used in this Section, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by or on behalf of, a director or officer. As used in this Section, the term "wholly successful" shall mean (a) termination of any action against the person in question without ant finding of liability or guilt against him, (b) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any action, suit or proceeding, or (c) the expiration of a reasonable period of time after making any claim or threat of an action, suit or proceeding without the institution of the same, without any payment or promise made to induce a settlement. Every person claiming indemnification hereunder (other than one who has been wholly successful with respect to any claim, action, suit or proceeding) shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Chapter or other disinterested person or persons, in either case selected by the Board of Directors, whether or not a disinterested quorum exists (such counsel or person or persons being hereinafter called the "referee"), shall deliver to the Chapter written findings that such director or officer has met the standards of conduct set forth herein, and (b) if the Board of Directors, acting upon such written finding, so determines. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he relies on for indemnification. The Chapter shall, at the request of the referee, make available facts, opinions or other evidence in any way relevant to the referee's findings that are within the possession or control of the Chapter. The rights of indemnification provided in this Section shall be in addition to any rights to which any such director or officer may otherwise be entitled. Irrespective of the provisions of this Section, the Board of Directors may, at any time and from time to time, approve indemnification of the directors, officers, employees or other persons to the full extent permitted by the law of the State of California, whether on account of past or future transactions. Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Chapter (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of any undertaking by or on behalf of the recipient to repay such amount unless he is entitled to indemnification. The Board of Directors is authorized and empowered to purchase insurance covering the Chapter's liabilities and obligations under this Section and insurance protecting the Chapters directors, officers, members, and employees.

Article 11-Amendment of Bylaws

Section 11.01 Amendment

These bylaws may be amended by the membership as specified in Section 3.04

Section 11.02 Procedure

Procedure for amendment of these bylaws shall be as follows: (1) The Board of Directors may propose the amendments to these bylaws by resolution setting forth the proposed amendment and directing that it be submitted to the Associations Board of Directors for approval and then submitted for the adoption by the members; or (2), Five (5) members may set forth a proposed amendment by petition to the Secretary and subsequently, after approval by the Associations Board of Directors, to the membership of an adoption vote.

Article 12-Effective Date

Section 12.01 Effective

Amendment of the Central Valley Chapter of the American Backflow Prevention Association, bylaws were approved on this_______Day of ___________2003, by the Bylaws Committee for the revision of the Central Valley Chapter of the American Backflow Prevention Association bylaws, to become effective on this____________Day of _____________2003 as signed by the Committee.