1. Participation
   1.1 Qualifications.
   1.1.1 Participation in Hardware Group Association may be secured by invitation only.
   1.1.2 Participation shall be held by a qualified Company as follows:
   1.1.2.1 A Distributor Company qualifies if it stocks merchandise and, as their primary business, sells such merchandise to home improvement retailers, home and home improvement (including landscape) contractors, and/or industrial channels
   1.1.2.2 A Manufacturing Company qualifies if it sells to qualified distributor Companies
   1.1.2.3 An Associate Company qualifies if it represents the ‘industry trade press’ or is the AHMA or NRHA
   1.1.3 Eligible Companies with distinctly separate Marketing and Sales Divisions may be considered for multiple participation if recommended by the Membership Committee and approved by the Board of Directors.
   1.2 Members.
   1.2.1 Each Participating Company is allowed to designate the maximum allowable number of its employees to act as its Members subject to the approval of the Membership Committee.
   1.2.2 Subject to approval of the Membership Committee, any Member who severs his employment with his Participating Company, whether by retirement or otherwise, and becomes associated with another Participating Company or Eligible Company may request continuation of his membership.
   1.2.3 If a Member retires and becomes an Honorary Member, an additional Member from the Participating Company he represented may succeed him if there are less than the allowable number of Members at that time representing the Participating Company he represented.
   1.2.4 If a Member fails to attend the annual meeting for two successive years his membership shall be cancelled by the Secretary by letter. In such a case, if the Member believes that he has a reasonable excuse, an appeal may be made to the Board of Directors through the Secretary for their ruling on cancellation of his membership.
   1.2.5 If a Member shall sign up to participate in a function and fails to show or notify the committee chairman of that committee, by letter ten days in advance, the Member’s second offense shall draw a warning letter from the Secretary. His third offense will cause a loss of his membership. If the offending Member feels he has reasonable excuse he may appeal to the Board of Directors, through the Secretary, for their ruling on cancellation of his membership.
   1.3 Categories of Participation.
   1.3.1 There are five categories of participation:
   1.3.1.1 Distributors
   1.3.1.2 Manufacturers
   1.3.1.3 Associate Participants
   1.3.1.3.1 Members representing Associate Participants shall enjoy all the privileges of membership except:
   1.3.1.3.1.1 They are ineligible to service as a Director or Officer of the HGA Corporation. However, they shall be allowed to serve on any committee except the Membership Committee or Nominating Committee; and
   1.3.1.3.1.2 They are ineligible to sponsor Eligible Companies for participation.
   1.3.1.4 Past Presidents
   1.3.1.4.1 Past Presidents are:
   1.3.1.4.1.1 Required to pay fees as designated by the Board of Directors;
   1.3.1.4.1.2 Exempt from rules governing non-attendance;
   1.3.1.4.1.3 Other than being members of the Advisor Board and serving ex-officio on the Nominating Committee as hereinafter provided, are ineligible to serve as a member of the membership Committee or Nominating Committee, hold any office or serve as a director; and
   1.3.1.4.1.4 Exempt for the limitations on active employment applicable to Honorary Members.
   1.3.1.5 Honorary Members
   1.3.1.5.1 If a Member retires from the Participating Company he represents, the Board of Directors may vote him an Honorary Membership. Honorary Membership will not be considered if in retiring from the Participating Company he represents he is employed by or becomes a consultant to any other Participating Company or Eligible Company.
   1.3.1.5.2 Honorary Members are:
   1.3.1.5.2.1 Required to pay fees as designated by the Board of Directors.
   1.3.1.5.2.2 Exempt from rules governing non-attendance.
   1.3.1.5.2.3 Are ineligible to hold any office or serve as a director or member of any committee.
   1.3.1.5.3 An Honorary Member may serve in his retirement on Boards of Directors of any Eligible Company as long as he is neither a full time employee, or a consultant of an Eligible Company. If an Honorary Member accepts employment with an Eligible Company at any time, he becomes ineligible for Honorary Member status as long as that employment exists.
   1.4 Permitted Number and Division of Members.
   1.4.1 The total number of Members shall not include Honorary Members or past Presidents.
   1.4.2 The division of the membership limits by category is:
   1.4.3 100 distributor Members;
   1.4.4 200 manufacturer Members; and
   1.4.5 25 Associate Participant Members.
   1.4.6 Subject to the membership limits by category, Members per Participating Company are limited to:
   1.4.6.1 Five Members from a wholesale Distributor Participant, Buying Groups are classified as Wholesale Distributors Participants;
   1.4.6.2 Three Members from a manufacturing Participant;
   1.4.6.3 Two Members from each Qualifying National Association; and
   1.4.6.4 Two Members from an Associate Participant.
   1.4.7 If a Participating Company has more than the maximum allowable number of Members, whether by amendment of these by-laws or permissive continuation of membership upon a change in employment covered by section 1.2.2, that Participating Company may designate no additional Members until attrition reduces its number of Members to a number less than the maximum allowable number.
   1.4.8 If a Member serving as a director of officer changes his employment and is permitted by the Membership Committee under section 1.2.2 to continue as a Member of an Associate Participant, he shall be allowed to serve the remainder of his term, but he is ineligible to be re-elected.
   1.5 Dues and Fees.
   1.5.1 Annual dues shall be as determined by the Board of Directors. Payment of annual dues entitles the Membership to all the rights and privileges of representing a Participating Company to the end of the fiscal year.
   1.5.2 Membership, once approved, may be renewed for each successive year only by prepayment of the annual dues. Withdrawal from membership or failure of a Member to attend the annual Fall Tournament shall not entitle either the Member or his Participating Company to any refund.
   1.5.3 Statements for membership dues will be mailed on February 1, with succeeding notices for non-payment sent about 30 days apart. The final date for payment of dues shall be May 1, and after that date shall be considered delinquent.
   1.5.4 If a Member’s annual dues are delinquent, he shall forfeit his membership unless the Secretary is advised otherwise by the Board of Directors.
   1.6 Annual Meeting.
   1.6.1 There shall be no exhibits of merchandise or printed matter permitted by anyone, and all functions will be subject to the approval of the Board of Directors.
   1.6.2 Members only may attend, other than distributor Members, who may send an alternate providing such alternate is an employee of their Participating Company.
   1.6.3 No guests or spouses permitted, except by special authorization of the Board of Directors.
2. Directors
   2.1 Number, Term, Classes and Vacancies.
   2.1.1 There shall be eighteen directors elected from among the Members, each serving for a term of three years plus the four current officers, President, 1st Vice President, 2nd Vice President and the Secretary-Treasurer for the term of their office.
   2.1.2 The directors shall be divided into three classes of six each, with each class consisting of three directors representing distributor Participants and three directors representing manufacturer Participants.
   2.1.3 Any vacancy in the Board of Directors, other than by expiration of a director’s term, shall be filled by the President appointing a Member of the same participation category to fill the unexpired term of the director whose vacancy is being filled.
   2.2 Authority.
   2.2.1 The Board of Directors designate all fees and is the final governing body on all participation and memberships in the Corporation.
   2.2.2 A majority of the Directors, either by person and/or by proxy, shall constitute a quorum, and the act of a majority of a quorum shall be the act of the Board.
3. Advisory Board
   3.1 Composition. There shall be an Advisory Board comprised of past Presidents and any member who may have been duly appointed, prior to 1975, to the Advisory Board for Life by the Board of Directors.
   3.1.1 The retiring President shall automatically become a member of the Advisory Board and serve the year following his presidency as Chairman of the Nominating Committee and the second year as Chairman of the Advisory Board.
   3.1.2 Advisory Board Members will pay fees only when attending the Annual Meeting and may not send an alternate.
4. Committees
   4.1 Nominating Committee.
   4.1.1 The Nominating Committee shall consist of the immediate past president, ex officio, as Chairman, and 6 other Members consisting of the 2 next most immediate past President, the 2 Vice-Presidents, and 2 others who shall be appointed by the Chairman from the retiring Directors of the year just ending, one of whom is a Member representing a distributor Participant and the other a Member representing a manufacturer Participant.
   4.1.2 At each Annual Meeting the Nominating Committee shall nominate six Members to be voted upon by the members for election as directors to replace the directors whose term are expiring.
   4.1.3 At each Annual Meeting the Nominating committee shall nominate four Members to be voted upon by the members for election as officers, subject to the limitation that the office of President and First-Vice President must be filled each year by alternating a Member representing a distributor Participant and a Member representing a manufacturer Participant.
   4.2 Membership Committee. Each year the President shall appoint a membership committee and is to be kept confidential with the exception of the Secretary.
   4.3 Other Committees.
   4.3.1 The other standing committees shall be as follows:
   4.3.1.1 Tournament Committee
   4.3.1.2 Registration Committee
   4.3.1.3 Entertaining Committee
   4.3.1.4 Prize Committee
   4.3.1.5 Trophy Committee
   4.3.2 The President shall appoint chairmen of the committees other than the nominating committee.
   4.3.3 Subject to the approval of the President, the chairman of each committee will select their own committee members consisting insofar as possible of one-half Members representing distributor Participants and one-half Members representing manufacturer Participants.
   4.3.4 No Member may serve on more than one committee during the same year.
5. Officers.
   5.1 Positions and Term. The officers of the Association shall be President, First Vice-President, Second Vice-President and Secretary-Treasurer. The Secretary-Treasurer shall be the Managing Director of the association. The Secretary-Treasurer shall be responsible for signing all documents and checks with this exception. Checks for $10,000 or more shall be signed by the Secretary-Treasurer and the current President. The Secretary Treasurer shall be responsible for obtaining a signature each year. Each serving for a term of one year or until his successor is elected. Any officer who is unable to complete this term of office will be replaced by the Advisory Board, subject to approval by the Board of Directors.
   5.2 Elections. Election of officers shall be held once a year at the Annual Fall Meeting.
6. By Law Changes.
   6.1 These By Laws may be changed by a majority vote of the Board of Directors.