Article 1. Conduct

• 1.1 ASCSP Members will be obligated by the duties imposed by the Code of Ethics and will be subject to its disciplinary requirements.
• 1.2 ASCSP Members will only be engaged in cost segregation studies to which the Member is qualified to perform.
• 1.3 ASCSP Members will utilize objectivity and impartiality in the application of expertise utilized to complete cost segregation studies.
• 1.4 ASCSP Members will conduct themselves in an honest manner before their clients, the public and their peers.
• 1.5 ASCSP Members will utilize best practices at all times, as recognized by the ASCSP and governmental agencies.
  

Article 2. Obligations to the Public

• 2.1 ASCSP Members will conduct themselves in a professional manner and will always take into consideration the responsibilities bestowed upon them by virtue of the client-consultant relationship.
• 2.2 ASCSP Members will prepare cost segregation reports in a manner consistent with their reasonable understanding of the current tax law.
• 2.3 ASCSP Members will develop reports that will comply with the ASCSP Minimum Quality Standards.
  2.4 ASCSP Members shall provide appropriate disclosure when an engagement does not fully comply with ASCSP Minimum Quality Standards.
  2.5 ASCSP Members will act fairly and justly toward all interested parties.
• 2.6 ASCSP Members will evaluate any potential or real conflicts of interest and agree to fully disclose same prior to engagement by the client.
• 2.7 ASCSP Members will undertake assignments for which they are qualified and agree to disclose any sub-contractors at the time of proposal and throughout the engagement.
• 2.8 ASCSP Members shall treat all client-supplied information as confidential and will not disclose such without the expressed consent of the client.
• 2.9 ASCSP Members shall not utilize materials produced by others without express written consent.
• 2.10 ASCSP Members shall not make false or misleading representations with regard to any business practice.
• 2.11 ASCSP Members shall not engage in collusion, price fixing or any other strategies whereby open-market principles are compromised.
• 2.12 ASCSP Members will not request, propose, or accept professional fees on a contingent basis for Federal Income Tax Depreciation related services (i.e. a percentage of enhanced cash flow, net present value of the “tax savings”, fixed fee plus additional cost savings, etc);.or accept fees based on:
• 2.12.1 The reporting of a predetermined result; or
• 2.12.2 A direction in assignment conclusion that favors the cause of the client.
• 2.13 ASCSP Members will act professionally and respectfully before all governmental officials.
  

Article 3. Obligations to other Members

• 3.1 ASCSP Members will endeavor to provide opportunity for the professional development and advancement of ASCSP Members in their employ or under their supervision.
• 3.2 ASCSP Members shall inform the ASCSP Ethics Committee of inappropriate acts or practices with respect to potential violations of this Code of Ethics.
• 3.3 ASCSP Members shall not directly or indirectly, attempt to damage the reputation of another ASCSP Member.
• 3.4 ASCSP Members shall not plagiarize other Member’s work product or that of non-members.
  3.5 ASCSP Members agree to abide by the proper use of the ASCSP logo, trademark, or membership level designation.
  

ARTICLE I. CORPORATE NAME AND ACRONYM

The name of this non-profit corporation is: The American Society of Cost Segregation Professionals, Inc., and, when appropriate, it may be designated by its own unique acronym “ASCSP”.

ARTICLE II. CORPORATE OFFICES

Section 1. Location of Corporate Offices. The principal office and place of business of the ASCSP is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; however, the ASCSP may establish its principal office or offices, or may establish such other offices in other locations, as the Board of Directors may deem necessary.

Section 2. State of Incorporation. The ASCSP is incorporated in the State of Delaware.

ARTICLE III. MISSION AND PURPOSE

Section 1. Mission. The mission of the ASCSP is: to be the pre-eminent professional organization for cost segregation professionals achieved through the development of industry-wide technical standards; certification of individuals through continuing education to its members; implementation of a code of ethics governing professional conduct; public and industry awareness and by serving as a liaison between the industry and governmental agencies.

Section 2. Purpose and Objectives. The purposes for which the ASCSP is formed shall be:

(a) Develop technical standards for cost segregation professionals

(b) Provide a forum for qualified cost segregation consultants

(c) Provide a centralized venue for consumers to learn about cost segregation and to validate the credentials of cost segregation consultants

(d) Create industry awareness

(e) Create and implement a code of ethics for professional conduct

(f) If requested, serve as a liaison between the industry and the IRS

(g) Provide education and continuing education programs to its members.

ARTICLE IV. ADVISORY BOARD

Section 1. Appointment of Advisory Board. The Board of Directors of the ASCSP may appoint an Advisory Board. This Advisory Board shall have no executive powers and none of its members shall be a current member of the Board of Directors, but shall serve as ex-officio members of the Board of Directors without voting privileges. The Advisory Board will not be established until beginning of the ASCSP’s third year of existence and shall include at least 50% membership of ex-Board Members.

Section 2. Duties of the Advisory Board. By virtue of their experience, personal expertise and or position, the duties of the Advisory Board shall be to advise and assist the ASCSP on matters involving public relations, legislation, finances and other such matters deemed necessary by the Board of Directors.

ARTICLE V. MEMBERSHIP, VOTING RIGHTS AND OTHER RIGHTS AND DUTIES

Section 1. Classes of Members. There are two (2) classes of members: voting and non-voting.

Section 2. Membership Categories.

A. Membership Categories. The number of categories shall be unlimited as the Board of Directors may determine. Current membership categories and benefits (other than voting rights, which are specified in Section 4, below) are:

TECHNICAL MEMBERSHIPS – Regular Membership Category (Experience requirements listed)

(1) Certified Cost Segregation Professional (CCSP): Any individual shall be eligible to hold certified membership in the ASCSP so long as upon application to, and acceptance by, the Board of Directors s/he can demonstrate to the Board (in the Board’s discretion) that they meet the minimum requirements for relevant professional experience and higher education as stated in the forthcoming.

• A minimum of 7,000 hours of direct cost segregation experience performing “Approved Cost Segregation Activities” over a minimum of 7 years.

• Higher Education – Must have a Bachelor’s Degree in an “Approved Field of Study” (or equivalent). Candidates without equivalent Bachelor’s Degree will need to demonstrate 9,000 total hours of relevant experience over a minimum of 9 years.

 Any individual who wishes to progress towards membership at the CCSP level must pass the exam and be approved by the testing committee. The application process should be initiated by presenting a completed and signed accreditation application, which should include:

Cost segregation experience project log accounting for up to 2,000 hours of most notable experience listed by property type, size, new construction vs. acquired, activity type (i.e., estimates or analysis), hours spent, and a description of what was done. Note: Presentation of a variety of property types demonstrates greater experience levels

A letter of recommendation from two CCSPs or from the Board of Directors;

Two redacted reports

Only Certified members in good standing shall be permitted to certify cost segregation reports in accordance with the standards developed by the ASCSP.

(2) Senior Cost Segregation Professional**: Senior membership in the ASCSP requires 5,000 hours of direct cost segregation experience performing approved cost segregation activities over a minimum of 5 years.

**Effective 1/1/2015 the Senior membership exam will not be administered any longer and no more designations in the category.

Effective 1/1/2016, the SCSP membership level and designation in signatory is eliminated. Additionally, the Senior Cost Segregation Professional membership category itself shall be eliminated after 3 years, effective 1/1/2018. Members who are at this level on 1/1/2018 will revert to Member if they have not passed the CCSP exam by 1/1/2018.

(3) Member (formerly Cost Segregation Professional): Any individual shall be eligible to hold membership in the ASCSP so long as upon application to, and acceptance by, the Board of Directors s/he can demonstrate to the Board (in the Board’s discretion) relevant approved cost segregation activities and in an approved field of study, as described below.

• A minimum of 1,000 hours of direct cost segregation experience performing “Approved Cost Segregation Activities” over a minimum of 1 year.

• Higher Education – Must have a Bachelor’s Degree in approved field of study (or equivalent). Candidates without equivalent Bachelor’s Degree will need to demonstrate 3,000 total hours of relevant experience over a minimum of 3 years.

Effective 1/1/2016, the CSP membership level and designation in signatory shall be eliminated and the name of this membership category will be changed to “Member.”

(4) Approved Cost Segregation Activities and Approved Field of Study

Approved Cost Segregation Experience Activities (activities must be performed while conducting cost segregation related assignments) – Construction cost estimating, construction drawings & specifications analysis, construction cost records analysis, cost segregation tax and case law research, cost segregation technical review, field measurements & documentation, report preparation and final review for sign-off.

• EXCLUDED: Business Development Activities – Activities such as proposal information gathering, meetings and prospecting, proposal preparation, and any other activity(ies) specific to selling a cost segregation study are explicitly excluded from experience requirements

Approved Field of Study – Generally includes technical, tax or legal in nature such as engineering, architectural, construction management, accounting, finance, law or science. Non-technical such as art, literature, history, and similar non-technical fields will only be accepted with Board approval.

NON-TECHNICAL MEMBERSHIPS – No experience is necessary

(1) Associate Member: Any individual shall be eligible to hold membership in the ASCSP, so long as upon application to, and acceptance by, the Board of Directors s/he can demonstrate to the Board (in the Board’s discretion) objectives that are in agreement with those of the ASCSP. Continuation of such membership shall be contingent on fulfilling all requirements for membership as hereinafter provided. Associate Members in good standing shall be permitted to participate in the ASCSP conferences, training sessions and may be appointed to sub-committees at the discretion of the Board of Directors.

Candidates for membership in the Associate Membership category are:

• An individual who has joined the ASCSP but not taken or passed any exams

• Non-cost segregation practicing members such as accountants, IRS employees, vendors, etc.

(2) Honorary Member – A person who has been nominated and accepted by the Board of Directors as a Honorary Member under such rules and regulations as the Board has adopted for this class of membership.

Section 4. Voting Rights.

A. Voting Rights Limited to Certain Categories. The only membership category carrying voting rights is the Regular Membership Category. Said members in good standing shall be entitled to cast one (1) vote on every matter submitted to a vote of the Regular Members such as in the case of General Elections of Officers and Board Members.

B. Determination of Voting Eligibility. The Board of Directors shall determine the voting eligibility (if any) of membership categories other than Regular Members.

Section 5. Proxy and Cumulative Voting Prohibited. Both proxy and cumulative voting are prohibited at all levels, including Board Meetings, Executive Committee Meetings and Membership Meetings.

Section 6. Dues. Membership dues for each class of members shall be established by the Board of Directors and assessed on an annual basis. In December of each year, the Treasurer of the ASCSP shall send to each Member a bill for dues for the ensuing year. Any Member whose dues are not paid within sixty (60) days of being billed by the Treasurer may have their membership terminated as further set forth herein.

Section 7. Voluntary Termination of Membership. Any member may resign by filing with the Secretary of the ASCSP a written resignation. Dues paid in advance shall not be refunded nor prorated. Such resignation shall not relieve such resigning member from the obligation to pay dues, fees or special assessments that have accrued to the date of such resignation and remain unpaid.

Section 8. Involuntary Termination of Membership.

A. Default in Payment of Dues. Any member in default in payment of dues as provided in Section 6 above may be terminated from membership and all privileges of membership.

B. Suspension, Expulsion or other Action.

(1) Reasons for Suspension or Expulsion. A Member of the ASCSP may have any or all of their membership privileges suspended for a period of time, or may be expelled with loss of all membership privileges, or any other disciplinary action by a super majority vote of the Board of Directors, for the following reasons: any cause or conduct which is contrary to or in violation of the Bylaws of the ASCSP; for having obtained membership in the ASCSP by a material false or misleading statement; or, without limitation, for any conduct disruptive of the orderly operation of the ASCSP in pursuit of its goals; for willfully making false statements or misrepresentations about the ASCSP or any of its representatives; for otherwise violating its obligation of loyalty to the ASCSP and its objectives; violation of the ASCSP’s Code of Ethics; or for any other good cause as determined by Supermajority vote by the Board of Directors.

(2) Emergency Suspension.

(a) A Member of the ASCSP may have any or all membership privileges suspended by a super majority vote of the Executive Committee, provided that there is reasonable information available to the Executive Committee that an emergency situation exists and that failure to take immediate action may be reasonably expected to result in harm to the ASCSP or its Members.

(b) No such suspension may last for more than ninety (90) days unless reconsidered and reaffirmed by a super majority vote of the Board of Directors.

(c) The Member subject to an emergency suspension shall be immediately notified in writing of the reasons for the suspension, and shall be given an opportunity to be heard at the first reasonable time available.

(3) No Obligation of Repayment. No Member suspended or expelled will be entitled to any refund of dues or contributions already paid.

Section 9. Duties of the Members. It shall be the duty of the Regular Members through their Delegates to (a) elect the officers and directors of the ASCSP; (b) to vote on and establish the position of the ASCSP on all matters of major policy; and (c) to report to their respective organizations the proceedings of the ASCSP.

ARTICLE VI. MEETINGS OF MEMBERS

Section 1. Annual Meetings of Members. An Annual Meeting of Members shall be held each year at a date, time and place to be determined by the Board of Directors, to receive such reports as the Officers and Directors may give, to receive a report of election of new Directors, and to transact such other business as may properly come before the meeting. All such meetings shall be open to all Members in good standing.

Section 2. Board of Director Meetings. A meeting of the Board of Directors shall be held at least once during each quarter of each calendar year at a date, time and/or place or by conference call, to be determined by the Board of Directors.

Section 3. Special Meetings of Members. Special Meetings of the Members may be called by the President, by twenty-five percent (25%) of the Board of Directors, and any such meetings shall be held at a date, time and place to be determined by the President.

Section 4. Notice of Meetings.

A. Notice to be digitally mailed. Notice of the date, time, place and purpose of the Annual Meeting, of each General Meeting and of any Special Meeting shall be digitally mailed to the Members at the address of record with the ASCSP at least thirty (30) days prior to such meeting.

B. Mailed Notices Deemed Delivered Five Days After Mailing. Any mailed notices required or permitted by these Bylaws shall be deemed delivered five days after they are deposited in the United States mail, addressed to each member at his address of record with the ASCSP, with postage thereon fully paid.

Section 5. Officers and Directors

A. Officers and Directors. The ASCSP Officers and each Director shall be entitled to vote and to all rights at all meetings of the ASCSP. Past Presidents of the ASCSP shall be entitled to vote at all such meetings. Robert’s Rules of Order, Newly Revised, shall govern the proceedings of the Society unless otherwise provided by statute, the Articles or these Bylaws.

Section 6. Quorum for Members of Board of Directors Meetings.

A. Quorum. A majority of the Regular Members in good standing shall constitute a quorum for the transaction of business at each Member meeting (a quorum refers to the number of members present, not to the number actually voting on a particular question). In the absence of a quorum, any business transacted is void, and cannot be waived even by unanimous consent. However the Chair may recess the meeting from time to time pending the presence of a quorum, or may adjourn the meeting for lack of a quorum. In like manner, a majority of those present may move to recess the meeting from time to time pending the presence of a quorum, or may move to adjourn the meeting without notice for lack of a quorum.

B. Quorum Is Presumed if Absence of Quorum Is Not Noted. Notwithstanding the above, in a meeting of Members, a quorum is presumed unless the Chair or any member makes a point of order that a quorum is not present. And, in like manner, once a quorum is established, the continued presence of a quorum is presumed unless the Chair or a member takes note that a quorum is not present.

Section 7. Votes Required.

A. Majority. A majority of the votes cast at a Member or Board of Directors meeting where a quorum is present shall be required to determine any question presented at such membership meeting, unless a greater percentage of votes on a question is required by these Bylaws or by applicable State or Federal laws.

B. Super Majority. When a super majority vote is specified in these Bylaws, it shall mean a two-thirds majority of those present and voting.

ARTICLE VII. OFFICERS

Section 1. Officers. The officers of the ASCSP shall be President, Vice President, Secretary and Treasurer. In addition, the Board may elect such other Assistant Officers as it may determine to be necessary.

Section 2. Qualifications – Member in Good Standing. To be eligible to hold office, an Officer must be Certified, subscribe to the objectives and purposes of the ASCSP, and must complete forms or questionnaires regarding no conflicts of interest.

Section 3. Election, Terms of Office and Limitations.

A. Limitation on Terms. The President shall be limited to two successive two-year terms; however, there shall be no limit to the number of terms to which the other Officers may be elected.

B. Officers Elected Bi-Annually. The Officers shall be elected bi-annually by the Members each year by special election and shall serve until their successors assume office.

C. Terms Begin. Each elected Officer shall take office immediately following his election and shall hold office for a period of two years as defined in Section 3B above until his successor is elected and assumes office.

D. Inability of President to Serve. In case of an inability or refusal of the President to serve, the Vice President may be elected by the Executive Committee, subject to confirmation by the Board of Directors, to perform the duties of the President on an interim basis, under such terms and conditions as the Executive Committee and Board may prescribe.

E. Vacancy in the Office of President. In the event a vacancy occurs in the office of President, such vacancy shall be filled by the Vice President on an interim appointment made by the Executive Committee, subject to election of a President by the Board of Directors as soon as possible.

F. Vacancy in the Office of Vice President. In the event a vacancy occurs in the office of Vice President, such office shall be filled by the Treasurer on an interim appointment made by the Executive Committee, subject to election of a Vice President by the Board of Directors as soon as possible.

G. Vacancy in the Office of Secretary or Treasurer. In the event a vacancy occurs in the office of Secretary or Treasurer, the vacancy may be filled by the Vice President on an interim appointment by the Executive Committee, subject to election of a Secretary or a Treasurer by the Board of Directors as soon as possible.

H. Disqualification of Immediate Past President. An immediate past President shall not be entitled to hold any elective Officer position within the ASCSP for a period of one (1) year following expiration of this term or terms as President.

I. Elected Officers to Receive No Compensation. Except as might be specifically authorized by the Board of Directors, no elected Officer may receive compensation for his services in such office, but shall be entitled to reimbursement of expenses as authorized by the Board of Directors.

J. Candidate Questionnaire. All candidates for election as Officers of the ASCSP are required to complete questionnaires indicating that they do not have any employment conflicts or conflicts of interest concerning the ASCSP.

Section 4. Suspension or Removal of an Officer.

A. Suspension or Removal. Any Officer may be suspended or removed from office for cause by a super majority vote of the Board of Directors present at any regular or special meeting of the Board called for that purpose.

B. 30 Day Notice Before Vote on Suspension or Removal. No vote on suspension or removal may be taken unless at least a 30 day notice in writing shall have been given to the Officer of the charges preferred against him, and of the time and place of the meeting of the Board of Directors at which such charges will be considered.

C. Accused Officer May Be Represented by Counsel. At such meeting, the Officer against whom the charges have been preferred shall be accorded a full hearing, and may be represented by legal counsel.

D. Notice to Directors of Hearing. Notice of the time, place and purpose of such meeting, with a full copy of the charges preferred, shall be mailed to each member of the Board of Directors at least 30 days in advance of the meeting.

Section 5. Duties and Powers of Officers.

A. The President. The President shall provide leadership and policy guidance and management direction to the ASCSP and its members, performing all duties usually incident to the office of President, including supervision of the ASCSP’s affairs, and shall perform such other duties as may properly be assigned to him by the Board of Directors or the Executive Committee. The President shall be subject to the authority of the Board of Directors and the Executive Committee. More specifically, he shall:

(1) Preside at all meetings of the Members, of the Board of Directors and of the Executive Committee;

(2) Sign official correspondence of the ASCSP, and co-sign any necessary corporate documents with any other designated officer authorized by the Board of Directors;

(3) Officially represent the ASCSP and speak on its behalf in the public sector;

(4) After conferring with the Executive Committee on creation of new standing or special committees, and regarding his appointment of Chairman and members of such new committees, he shall make such appointments.

(5) Be an ex-officio member of all Committees, with vote, except for the Nominating Committee.

(6) The President shall be eligible for membership on the Nominating Committee, and shall be involved in the deliberations or decisions of the Nominating Committee with respect to selection or rejection of any prospective candidates for any office that is under the jurisdiction of the Nominating Committee.

B. The Vice President. The Vice President shall be assigned and will perform such duties as the President or Board of Directors shall direct. The Vice President shall also assume the duties of the President in the latter’s absence. The Vice President oversees and hosts the monthly technical calls program.

C. The Secretary. The Secretary or his Delegate shall:

(1) Prepare agendas for all meetings of the Members, of the Board of Directors and Executive Committee, at the direction of the President or the Executive Committee;

(2) Ensure that notices of any meetings of the members, of the Board of Directors or of the Executive Committee, are distributed in accordance with these Bylaws, or as may be directed by the Board of Directors or Executive Committee, or as required by law;

(3) Keep a permanent record of the minutes of meetings of the members, of the Board of Directors and of the Executive Committee which shall be the official record of all business transacted at these meetings;

(4) To the extent possible, ensure that a list and register of the addresses, telephone and telefax or other electronic numbers of each Officer, Director and member of ASCSP (including the Officers, Delegates and Alternate Delegates of each Member) is maintained on a current basis;

(5) Conduct correspondence of ASCSP (including the Officers, Delegates and Alternate Delegates of each Member) with its members and with others, maintain records of such correspondence;

(6) Be the custodian of all ASCSP records, except for those of the Treasurer;

(7) Perform such other duties as the President, the Board of Directors or the Executive Committee may assign.

D. The Treasurer. The Treasurer shall:

(1) Have charge of the books of accounts of ASCSP, and assist the firm of Certified Public Accountants selected by the Board of Directors to make an annual audit of the books of account of ASCSP; shall prepare a statement of financial condition as of the close of each fiscal year and for each Member meeting and Board of Directors meeting; and shall furnish a copy of such statements to each member of the Board of Directors;

(2) Coordinate with the Board of Directors in the placement of funds of the corporation in such banks as may be designated by the Board of Directors;

(3) Have custody of all ASCSP funds and keep them in a bank or other financial institution, except for a petty cash fund not to exceed One Hundred Dollars ($100.00) and expenses exceeding this amount shall be paid by check signed by both the Treasurer and such officer or officers as the Board of Directors may designate.

(4) Have such other duties as may be assigned to him from time to time by the President, the Executive Committee or the Board of Directors.

(5) Be adequately bonded for the faithful performance of his fiduciary obligations in an amount sufficient to fully protect both ASCSP and its members unless the same is waived by the Board of Directors.

ARTICLE VIII. BOARD OF DIRECTORS

Section 1. Board of Directors. The property, affairs, business and policies of ASCSP are managed by the Board of Directors, which shall consist of the Officers, the immediate Past President and four (4) Directors elected as hereinafter provided.

Section 2. Duties of Directors. It shall be the duty of the Board to carry on all business of ASCSP which is not specifically assigned in these Bylaws to the Delegates or a particular officer.

Section 3. Election and Terms of Directors. All Directors of ASCSP except for the Officers shall be elected by ballot by the Members. For the first year following the adoption of these Bylaws, all Directors shall serve for a term of one (1) year. The second year following the adoption of these bylaws, half of the directors, shall be elected for one (1) year terms, and half fortwo (2) year terms. The third year following the adoption of these bylaws and every year thereafter, all directors shall serve two (2) year terms and shall serve until their successors are elected, and assume the duties of office

Section 4. Inactive Directors. If any elected Director of ASCSP fails to attend three (3) meetings of the Board in any fiscal year without giving prior notification to an officer of ASCSP, the Board shall notify that Director that such non-attendance constitutes grounds for removal from the Board. Following such notice, if the Director fails by or at the next Board Meeting to explain such absences, the Board shall declare the position vacant and the vacancy shall be filled as prescribed in Section 5 below. However, for good cause shown, this provision may be waived by a majority vote of the Board.

Section 5. Vacancies. Vacancies occurring on the Board of Directors shall be filled by the Board of Directors. A Director so elected shall hold office for the unexpired term of his predecessor. Any Board member may nominate a person to fill a vacancy. A nomination of a person to fill a vacancy on the Board of Directors after being made shall be tabled until the next meeting of the Board after the monthly meeting at which the Nominating Committee makes its report on the nominee’s qualification for the Board position. At the second monthly meeting of the Board after the monthly meeting at which the nomination was made, the Nominating Committee shall present a report on the nominee’s qualifications for election as a Director.

Section 6. Quorum of Directors. After due notice has been provided to all members 60% of the members of the Board shall constitute a quorum at Board meetings. In absence of a quorum, the President or a majority of Board members present may recess the meeting from time to time without notice until a quorum has been obtained, or the President may adjourn the meeting. However, a quorum may be presumed unless the issue of a lack of a quorum is raised on a point of order.

Section 7. Action by Directors. When a quorum is present, the vote of a majority of the Directors shall be the act of the Board, unless a greater percentage of votes on any question is required by these Bylaws or by applicable State or Federal law.

Section 8. Meetings of the Board. Regular monthly meetings of the Board of Directors may be scheduled at any time and place fixed by the Board of Directors by conference call. Special meetings may be scheduled upon the call of the President, or upon the request of three (3) or more members of the Board. Special Meetings shall be held at the time and place determined by the President when he calls the special meeting or by the members of the Board of Directors requesting the special meeting.

Section 9. Notice of Meetings.

A. Notice by Telephone, Telefax, Email or Mailing. Notice may be transmitted by telephone, telefax, electronic device, email or mail posted to the address of record for each member, and shall state the place, date and time and purpose of the meeting, and shall also indicate that it is being issued by or at the direction of the Board or by the President. If the notice is sent by mail, it shall be deemed received five (5) days after the post mark date.

B. Notice Unnecessary if the Meeting is Fixed by the Board. Meetings of the Board of Directors, regular or special, may be held without notice if the dates, times and places of such meetings are fixed by the Board of Directors.

C. Otherwise, 5 Day Notice is Required. Otherwise, notice for such meetings shall be given to all Board members at least five (5) days in advance of the date set forth the meeting.

D. Waiver of Notice. Notice is sufficient as to any Officer or Director who submits a signed Waiver of Notice, whether before, during or after the meeting, or who attends the meeting without protesting the lack of notice.

Section 10. Voting by Mail, Telephone or Telefax. In the event that it shall be necessary for the Board to carry out the corporation’s business, and it is impractical for the Board to meet, then the President or the Executive Committee may direct the Secretary to poll all Directors by personal contact, email, mail, telephone or telefax on any specific matter or matters being placed before the Board; and the Secretary shall keep a permanent written record of the matters discussed, and of the number of votes cast for or against every matter voted upon.

Section 11. Recording of Written Ballots. If a vote is taken by written ballot, the Secretary shall record the specific matters placed before the Board for decision, the result, and shall attached thereto the ballots received.

Section 12. Recording of Oral Votes. If a vote is taken by ayes and nays at a meeting of the Board, the Secretary shall record in the minutes of the meeting such specific matters as were placed before the Board for decision, and whether such measure was adopted or failed.

Section 13. Proxy Voting and Cumulative Voting are Prohibited.

(a) Proxy voting and cumulative voting are prohibited at any meeting of the Board of Directors or Executive Committee.

(b) It is the intent of this provision that every member of the Board who is present and voting at a Board or Executive Committee meeting is entitled to one vote only, even though the member qualifies for membership at the meeting in more than one capacity.

Section 14. Minutes of Meetings Recorded. Minutes of the preceding meeting of the Board of Directors shall be read and approved (as corrected) at each meting of the Board of Directors, unless the reading of the minutes is waived by the members present.

Section 15. Treasurer’s Report. At each regular meeting of the Board of Directors, the Treasurer shall make a report of receipts, expenditures and of the financial conditions of the corporation.

Section 16. Duty of Loyalty; Areas of Possible Conflict of Interest; Private Inurement.

A. Duty of Loyalty. All members of the Board of Directors owe a duty of loyalty to ASCSP and its purposes, missions, goals and objectives, as defined by these Bylaws.

B. Void or Voidable Contracts by Officers or Directors. Any contract or transaction between ASCSP and one or more of its Officers or Directors, or between ASCSP and any other corporation, firm, association or entity in which an Officer or Director of ASCSP serves as an official or employee, or otherwise has a financial interest, is void, unless it is the best interests of ASCSP and unless all of the conditions of Delaware General Corporation Law pertaining thereto are met as required by such law.

C. Involved Officer or Director Counted for Quorum. Involved Officers or Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or the Executive Committee (or any other committee) where such business is considered.

D. Disclosure of Conflicts and Violations. All candidates for election as Directors of ASCSP are required to complete questionnaires indicating that they do not have any employment conflicts nor conflicts of interest concerning ASCSP, and indicating whether or not they have been convicted of any wildlife offense, or of any felony.

E. Private Inurement Prohibited. No member of the Board of Directors of ASCSP or of any committee of the Board may utilize his membership on such Board or such committee in such a way as to directly benefit his personal business interests other than the utilization of ASCSP logo on Board members’ websites or respective marketing collateral consistent with guidelines establish for use of same for all members of ASCSP. This does not prohibit Board members or committee members from responding to requests from other members of the Board or committees or members of ASCSP relating to his personal business, but he shall not utilize ASCSP letterhead or in any other way utilize his position as a member of the Board or such committees to directly pursue or seek business opportunities, within or outside of ASCSP, so long as he remains a member of the Board or such committees. Every member of the Board or of any such committees of such Board shall be required to sign a certification prior to entering into his position confirming his agreement to comply with the provisions of this section of the Bylaws.

Section 17. Compensation Prohibited. No Director of ASCSP shall be entitled to receive any compensation for his or her services to ASCSP in such capacity; however, nothing herein shall prevent any Director from serving ASCSP in any other fully-disclosed capacity, and receiving compensation therefore, upon approval of the Board of Directors.

Section 18. Removal of a Director or Officer. The ASCSP Board of Directors has the power and authority at any time to remove any Director for cause by a super majority vote of the Board, and to declare the office of such Director vacant, provided, however, that the removal under this Section pertains only to removal from office, not from the membership rolls, unless such action by the Board of Directors specifically calls for removal from membership as well as removal from office as a Director.

ARTICLE IX. EXECUTIVE COMMITTEE

Section 1. Executive Committee Membership. The Executive Committee, a creature of the Board of Directors, operates as a managerial but miniature board within the Board of Directors when the full Board is not in session, and consists of the President, the Vice President, the Secretary, the Treasurer and the immediate Past President.

Section 2. Oversight Responsibilities. The Executive Committee shall exercise oversight responsibility over the activities of all committees of ASCSP.

Section 3. Powers of the Executive Committee; Limitations.

A. Powers of the Executive Committee. The Executive Committee shall exercise all the powers of the Board of Directors when the Board is not in session, except the following responsibilities of the Board which are prohibited and may not be exercised by nor be delegated to the Executive Committee.

B. Limitations of the Executive Committee. The Executive Committee may not:

(1) Repeal or amend the Bylaws, nor adopt new Bylaws;

(2) Fill vacancies of the Officers or on the Board of Directors;

(3) Fix the compensation of Officers, Directors or officials of ASCSP;

(4) Remove a Director or Officer, with or without cause;

(5) Amend or repeal any resolution of the Board which by its terms shall not be amendable nor repealable;

(6) Adopted and disseminate a fundamental change of view of basic policy of ASCSP;

(7) Bypass the Board by approving the submission of matters to the Members, or by submitting any action requiring member approval under an applicable law;

(8) Purchase, sell or mortgage real property of ASCSP, nor adopt a corporate resolution recommending the sale, exchange or other disposition of all or substantially all the assets of ASCSP;

(9) Present a petition for judicial dissolution, nor adopt any plans of merger, or consolidation, or for nonjudicial dissolution;

(10) Authorize indemnification of any Officers, Directors nor members, or employees;

(11) Formulate such other corporate policy decisions nor perform other corporate activities of such major significance as to warrant action by the full Board of Directors;

(12) Amend or change the ASCSP annual budget.

Section 4. Meetings of the Executive Committee.

A. Regular Meetings. Regular meetings of the Executive Committee may be scheduled at any time and place fixed by the Executive Committee itself. Regular meetings may also be held on the call of the President.

B. Special Meetings. A special meeting of the Executive Committee shall be called by the President at any time upon request in writing signed by a majority of the Executive Committee, stating the object of the proposed meeting.

Section 5. Quorum. Three (3) members of the Executive Committee shall constitute a quorum for the transaction of business.

Section 6. Notice of Meetings of the Executive Committee.

A. Notice by Telephone, Telefax, Email or Mailing. Notice may be transmitted by telephone, telefax, email or mail posted to the address of record for each Executive Committee member, and shall state the place, date, time of the meeting and shall also indicate that it is being issued by or at the direction of the Executive Committee or by the President.

B. Notice Unnecessary if the Meeting is Fixed by the Executive Committee. Meetings of the Executive Committee, regular or special, may be held without notice if the dates, times and places of such meetings are fixed by the Executive Committee.

C. Waiver of Notice. Notice is sufficient as to any member of the Executive Committee who submits a signed Waiver of Notice, whether before, during or after the meeting, or who attends or participates in the meeting without protesting the lack of notice.

Section 7. Voting by Mail, Email, Telephone or Telefax. In the event that it shall be necessary for the Executive Committee to carry out its business, and it is impractical for the Executive Committee to meet, then the President may direct the Secretary to poll all Executive Committee members by personal contact, email, mail, telephone or telefax on any specific matter or matters being placed before the Executive Committee; and the Secretary shall keep a permanent written record of the matters discussed and the numbers of votes cast for or against every matter voted upon.

ARTICLE X. EXECUTIVE DIRECTOR

Section 1. Executive Director.

A. Terms of Employment. The Board of Directors shall, in its sole discretion, employ an Executive Director at such rate of compensation as it shall determine necessary. The contract of employment shall be in writing, shall embody all of the terms and conditions of employment, and shall be approved by the Executive Committee and ratified by the Board of Directors.

B. Ex Officio Member on Board and Executive Committee. The Executive Director shall serve as an ex officio member of the Board of Directors and the Executive Committee, without vote; however, he is not authorized to be present in any executive session without specific approval of the body.

C. Operations Manager of Staff. The Executive Director shall provide overall managerial direction and leadership to the staff of ASCSP and shall be responsible for the day-to-day administrative operations of the corporation.

D. Accountable to President, Executive Committee and Board. The Executive Director shall be accountable and report to the President, the Executive Committee and the Board of Directors, and shall assume such responsibilities and perform such duties as may be assigned by the President, the Executive Committee or the Board of Directors (but not by individual members of such bodies).

ARTICLE XI. STANDING & SPECIAL COMMITTEES OF ASCSP

Section 1. Responsibilities of Committees. The President or the Board of Directors shall assign responsibilities to the committees that relate to the administration, conduct, regulation, or oversight of particular activities or special areas or endeavors of ASCSP; except that no corporate authority may be delegated to any committee unless all members of such committee are members of the Board of Directors of ASCSP, and unless such committee has been delegated such authority by a resolution adopted by the Board of Directors.

Section 2. Committee Members Appointed by the President.

A. Appointment. The President may appoint the members of, and the Chairman and Vice Chairman of, such Standing or Special Committees as may be established, or as may be established by him and such Committee Members shall serve at his pleasure or until their successors have been appointed and assume the duties of office. The membership of such committees shall not be restricted to officers, directors, Delegates and Alternate Delegates.

B. Right of Committee Chairmen to Review Committee Appointments and Removals. Committee Chairmen shall have the right to consult with the President concerning appointment of members to their respective Committees, and to approve appointments to or removals from the Committee made by the President.

Section 3. Committees Advisory to Board and Executive Committee. All of the ASCSP committees shall be advisory to the Board of Directors and to the Executive Committee.

Section 4. Staff Liaison Assigned to Committees. Each Committee shall have such staff liaison as may be appointed by the Executive Director.

Section 5. Limitations on Powers of Committees. No standing or special committee of ASCSP shall exercise any powers prohibited to the Executive Committee, nor delegated to other committees unless directed by the Board of Directors, the Executive Committee, or these Bylaws. The Committee Chairmen, through their respective staff liaisons, are authorized to schedule committee meetings, and shall issue the official notice, stating the date, time, place and purpose of such meeting.

Section 6. Standing Committees of ASCSP.

Standing Committees will be established and maintained in accordance with directives of the Board of Directors recommendations.

B. Annual Reports of Committees. At least once each year, each committee shall submit an oral or a written report to the Board of Directors at a regular meeting of the Board, or at such other time as may be requested by the President. Each committee may make other oral or written reports or recommendations to the Board or Executive Committee at any time as it deems necessary.

C. Nominating Committee. No later than the third regular meeting of the Board of Directors following the Annual Meeting, the President shall appoint a Nominating Committee responsible for nomination of the Officers and Directors eligible for election.

(1) Composition of the Nominating Committee. The Nominating Committee shall be composed of at least three members of the Board of Directors and one Officer, not the President.

(2) Nomination as an Officer on the Executive Committee.

(a) Nominating Committee Report. Prior to the appropriate Annual meeting the Nominating Committee shall nominate at least one nominees for each of the following offices: the office of President, the office of Vice President, the offices of the Secretary and Treasurer. In like manner, each year the Nominating Committee shall nominate at least one candidate for all positions of Director for directorship requiring election in such year.

(b) Notice of Nominating Committee Report. The annual report of the Nominating Committee shall be provided to all members of the Board of Directors at the last regular meeting of the Board of Directors prior to the Annual Meeting and shall be presented to the Members at the Annual Meeting. Every nominated candidate, if he desires, shall have the opportunity to briefly address the members at the Annual Meeting.

(c) Nominations by Petition. Anyone desiring to be nominated to any of the offices listed in (2)(a) above, or who desires to nominate another person for any one of such offices, may do so by a Petition in writing signed by not less than 10 Delegates or 10 members of the Board of Directors, and filed with the Secretary not less than 30 days prior to the Annual Meeting. If such Petition is mailed, the date of the post mark shall establish the time of filing the Petition.

(d) Nominations from the Floor. Once the floor is opened by the Chair for nominations, any nominations shall be in order for Officers and Directors and any nominee not elected to a higher position sought as an Officer may thereafter be nominated from the floor for any other available office.

(e) Procedural Rules. After the Chair opens the floor for nominations, a member or a director need not be recognized by the Chair in order to make a nomination and no second is required for a nomination, but sometimes one or more members may wish to second a nomination to indicate endorsement.

(f) Motion to Close Nominations. A motion to close nominations is out of order if any Delegate is seeking the floor to make a nomination. When there is no further response to an inquiry from the Chair for nominations, the Chair will declare the nominations closed, or the Chair may entertain such a motion from the floor (which would then require a super majority vote for adoption); however, nominations may always be reopened by majority vote.

(g) Introduction of Nominees. Prior to the commencement of balloting for any office, each nominee shall be individually introduced and shall be given the privilege of the floor for two minutes for the purpose of an introductory statement; and may be requested to answer questions from the members present, which time shall not be charged against the nominee’s time. Such time for statements of nominees may be given to or divided with another person for the purpose of support or recommendation of the nominee.

ARTICLE XII. RULES OF ORDER

Section 1. Parliamentary Authority. The latest edition of “Robert’s Rules of Order Newly Revised” shall govern deliberations at all meetings of the Members, and at all formal meetings of the Board of Directors and Executive Committee, except for specific exceptions specified in these Bylaws; however, the regular order of business shall not be required in official meetings conducted by telephone conference calls of the Board of Directors or of the Executive Committee.

ARTICLE XIII. REGULAR ORDER OF BUSINESS

After roll call (to establish that a quorum is present), the following shall be the regular order of business at all meetings of the Members, and all formal meetings of the Board of Directors and Executive Committee (unless modified by an affirmative two-thirds vote of the members present):

I. Approval of minutes of the previous meeting

II. Reports of Officers and Executive Director

III. Reports of the Executive Committee

IV. Reports of Standing Committees

V. Reports of Special (Select or Ad Hoc) Committees

VI. Fill vacancies and conduct prescribed elections as necessary

VII. Unfinished Business

VIII. New Business

IX. Announcements and Concerns

ARTICLE XIV. AMENDMENTS TO THE ARTICLES OF INCORPORATION OR THE BYLAWS

Section 1. Amendments by the Board of Directors.

A. Procedure for Amendments. The Articles of Incorporation or these Bylaws may be amended or new Articles or Bylaws adopted by a super majority vote of the ASCSP Board of Directors present, provided that the amendment or the substitute has been submitted in writing at the previous regular meeting of said Board, or has been sent in writing by mail to every member of the Board not less than thirty (30) days prior to the next regular or a special meeting of the Board called for that purpose. As a condition precedent to the consideration for adoption, the proposed amendment must be signed by at least three (_3_) members of the Board of Directors.

B. Publication upon Adoption. Upon adoption, the amended or substituted portion of the Articles of Incorporation or of these Bylaws shall be mailed to all every member of the Board of Directors and all ASCSP Members.

Section 2. Amendments by the Membership at an Annual Meeting.

A. Pre-Publication, Super Majority Vote for Adoption, Post-Publication. The Articles of Incorporation or these Bylaws may be amended or substituted at any Annual Meeting of Members by an affirmative super majority vote of the Members present who are entitled to vote. Proposals for such changes must first be mailed to every ASCSP Member and all members of the Board of Directors not less than 20 days nor more than 60 days before the Annual Meeting of Members.

B. Proposals by the Board. Proposals for changes in the Articles of Incorporation or these Bylaws to be voted upon by the membership may be proposed in writing to the Members by the Board of Directors

C. Proposals by the Members.

(1) By Petition. Proposals for changes in the Articles of Incorporation or these Bylaws to be voted upon by the membership may be addressed to the Secretary in writing supported by a petition signed by at least three (3)__) Delegates of Members entitled to vote, and received by the Secretary of ASCSP at least 60 days prior to the Annual Meeting of Members.

(2) Procedure: Debate Presented from the Floor. Each such petition proposal shall be moved from the floor at the Annual Meeting of Members. Debate for and against any such proposals shall be presented from the floor and not from the podium.

D. Publication. Upon adoption, the amended or substituted portion of the Articles of Incorporation or of these Bylaws shall be mailed to all every member of the Board of Directors and all ASCSP Members.

Section 3. Germane Amendment. Notice of specific amendments proposed shall not be preclude amendments or substitutes being made from the floor that are germane to the proposed amendment.

Section 4. Copies of Proposed Amendments. Any member of ASCSP may request and will receive a full copy of proposed amendments in sufficient time prior to the Annual Meeting of Members simply by requesting same from the Secretary of ASCSP

ARTICLE XV. FISCAL YEAR

The fiscal year of ASCSP shall be identical to the calendar year in the United States of America, beginning on the first second after midnight December 31st and ending on the second of midnight on the following December 31st.

ARTICLE XVI. THE ASCSP CORPORATE SEAL & AUTHORIZED EMBLEMS

Section 1. Corporate Seal. The official corporate seal of ASCSP, as authorized by the Board of Directors shall bear the inscription “American Society of Cost Segregation Professionals, Inc.”, and show Delaware as the State of Incorporation and October 18, 2006 as the date of incorporation.

Section 2. Official Corporate Emblems. The official emblem is: .space for logo

Section 3. Restrictions on the Use of the Official Emblem (logo). Effective October 1, 2014.

A. The Corporate Seal of ASCSP and the Official Corporate Emblem or logo may not be used by any person or entity unless otherwise authorized in writing by the Executive Committee or the Board of Directors or as outlined below.

i. ASCSP is a Society for individual professionals with three member levels, which are Associate, Member (CSP), and Certified (CCSP).

ii. The official logo of the Society as seen above is restricted in use to individuals who have obtained the “Member” level or higher of membership, which requires two years of direct cost segregation experience as well as passing the member exam. Use is restricted to a professional email signature and on a website bio page of the ASCSP member. Approved usage of the logo is subject to the formatting and other guidance prescribed in Section X below.

iii. Anywhere the logo is used by a member, the member must state their membership level and membership number within close proximity of the logo.

iv. Other than stated above, no usage is allowed on a corporation website, business cards, social media or letterhead.

B. The ASCSP logo or the name “American Society of Cost Segregation Professionals, Inc.” and other registered names and logos, shall not be used for marketing or other purposes having financial implications without the express written permission of ASCSP, which permission will include terms and conditions of such use in the form of a legally-binding licensing agreement. ASCSP shall protect the use of its logo and name “American Society of Cost Segregation Professionals, Inc.” and, where appropriate, shall take actions reasonably necessary to restrict their uses to authorized purposes only.

C. Authority to authorize use of the ASCSP logo shall be as follows:

(1) The Board of Directors or the Executive Committee may authorize any use.

(2) The Executive Director may authorize uses that are not exclusive in nature (an exclusive use would be where a maker of certain goods was granted a right to use the logo exclusive of all others who make similar or identical goods).

Section X: In accordance with A (ii) above, the following provides guidance for the use of the ASCSP logo.

For email signatures:

Members and above: Usage of the logo can be below, above or to the side of the Member name and credentials as shown below.

John Doe

ASCSP Member #M2013-68

space for logo

Associates: No usage of the logo is allowed. Any reference to an Associate’s affiliation with ASCSP in their email signature, or personal bio, is strictly limited to the language provided below.

John Doe

ASCSP Associate Member #A2013-68

John Doe is an Associate Member of the American Society of Cost Segregation Professionals. ASCSP is a professional organization committed to establishing the technical and ethical standards for the cost segregation industry through education, testing and certification. For more information, visit www.ascsp.org.

For cost segregation study reports stamped by Certified Members: Signature pages which incorporate CCSP’s signature and number shall be presented such as the example below.

space for logo

ARTICLE XVII. AUTHORITY TO EXECUTE CONTRACTS OR OTHER LEGAL INSTRUMENTS

Section 1. Authority to Execute. No person shall have any authority to expend any corporate funds of nor legally bind the corporation by any contract or other legal instrument unless so authorized under these Bylaws, or by specific authorization of the Board of Directors.

Section 2. Authorization. The Board of Directors may authorize any Officer or agent of ASCSP to execute and deliver any binding contract or other legal instrument or note in the name of ASCSP; and the Board may otherwise delegate such other representational authority deemed necessary, whether such delegation authority is general or limited to certain specific instances.

ARTICLE XVIII. INTERPRETATION OF BYLAWS

Section 1. Interpretation According to Delaware Law. In the event of a conflict of laws or difference in the interpretation of terms, the provisions of these Bylaws shall be determined according to the laws and legal interpretation of Delaware.

Section 2. Masculine and Singular Terms Include Feminine and Plural Terms. The pronouns and relative words used in these Bylaws are written in the masculine and singular; however, such words shall be interpreted to also include female and plural. Membership of both sexes in ASCSP is both enthusiastically and publicly encouraged.

Section 3. Titles. Titles to sections or subsections are for identification purposes only and are not a substantive part of these Bylaws.

ARTICLE XIX. PRIVATE INTEREST IN CORPORATE PROPERTY PROHIBITED

No Officer, Director nor Member shall have any right, title or interest in any of the assets or property of the corporation, except a right to make use thereof in accordance with the rules, regulations, conditions or limitations adopted by the Board of Directors.

ARTICLE XX. INDEMNIFICATION, INSURANCE, & LIMITATION OF LIABILITY

Section 1. Protection of Officers, Directors and Committee Members. No Officers, Directors or Committee Members of ASCSP shall be held legally and personally liable for monetary damages for a breach of fiduciary duty in their individual official capacities, except to the extent that the breach is the result of gross negligence or willful misconduct, unless such exemption for liability or limitation thereof is not permitted under law.

Section 2. Indemnification. ASCSP shall indemnify and hold harmless each of its Officers, Directors and Committee Members or former officials or agents, to the fullest extent permitted by law. The indemnification provided by this Section shall not be deemed to be exclusive of any other rights to which any person may be entitled under any agreement, or as a matter of law, or otherwise, both as to action in a person’s official capacity and to action in another capacity.

Section 3. Limitation of Liability. Notwithstanding any other provision hereof, the debts, obligations and liabilities of ASCSP shall be solely the debts, obligations and liabilities of ASCSP; and no Officer, Director or Member of any ASCSP committee shall be obligated personally for any such debt, obligation or liability of ASCSP solely by reason of being or serving as an Officer, Directors or Committee Member of ASCSP.

Section 4. Insurance. The Directors shall have the power to purchase and maintain insurance on behalf of ASCSP, the Officers, Directors, Committee Members, employees or agents of ASCSP and to provide any other potential indemnities at the expense of ASCSP, against any liability asserted against or incurred by them in any capacity, whether or not ASCSP would have the power to indemnify such persons against such liability under the provisions of these Bylaws.

Section 5. Effect of Subsequent Modification or Repeal. Any subsequent modification or repeal of this Article shall not adversely affect any right or protection existing prior to such modification or repeal.

ARTICLE XXI. DISSOLUTION OF THE CORPORATION

Section 1. Property and Assets of ASCSP Conveyed by Gift to Similar Tax-Exempt Organization in Event of Dissolution. Upon liquidation, discontinuance, dissolution or abandonment of the corporation, all of the property and assets of ASCSP shall be transferred or conveyed by the Board of Directors by way of gift to one or more domestic or foreign corporations, or foundations, associations, societies or organizations that are exempt from both US federal and state income taxes and property taxation under Sec. 501(c)(3) or (c)(4) of the Internal Revenue Code of the United States of America, and are engaged in activities substantially similar to those of ASCSP. Such transfer or conveyance shall be accomplished in accordance with the laws of the State of Delaware that pertains to the liquidation, dissolution or abandonment of such corporations.

Section 2. No Transfer to Any Person Except for True Value on Competitive Bid Approved by the Board. In no event shall any of the properties or assets of ASCSP be conveyed or transferred to any person upon the liquidation, dissolution or the abandonment of the corporation, except for good and valuable consideration at fair market value, upon competitive bid, and only upon approval of the Board of Directors.

Section 3. Appointment of Successor Trustee. In such event of dissolution, and in the further event of an existing trust indenture wherein the corporation is Trustee, and there remain any unperformed duties or funds due for payment by the corporation under a Trust Agreement, and such Trust Agreement does not contain a provision giving the corporation power to appoint a successor trustee upon dissolution, the corporation is authorized to make application to any court of competent jurisdiction in Delaware, or in any other State designated by the trust indenture, for the appointment of a successor trustee to administer such fund.