WASTEC Bylaws

ARTICLE 1: PURPOSES

1.01 Mission.

The Waste Equipment Technology Association ("WASTEC" or the "Association") is a non-incorporated constituent body of the Environmental Industry Associations ("EIA" or "the Corporation") dedicated to the development and utilization of equipment technologies in the safe and environmentally responsible management of wastes.

1.02 Purposes.

The Association is organized to:

(a) Provide and maintain a leadership position as the voice of the equipment technology sector of the waste services industry with and before government, industry, media, and the public on issues of concern in the international, national, state, and local arenas;

(b) Develop standards, policies, and programs that promote the proper development, design, manufacture, application, maintenance, marketing, and use of waste services equipment technology for the protection of human health and the environment;

(c) Develop and sponsor programs to inform, educate, and assist the waste services industry in the cost-effective, safe and environmentally responsible use of waste services equipment technology;

(d) Foster a positive image of the technology sector of the waste services industry as responsible, concerned and successful business enterprises before government, industry, media, and the public, as well as promote the particular commitment of member companies to these goals through active participation in the Association;

(e) Develop and provide a system of organized, reliable and accessible data, statistics, and information regarding equipment technologies for the management of wastes;

(f) Develop and provide services, infrastructure, and materials to expand the membership base and retain existing members;

(g) Develop and provide an organizational structure in which members of the technology sector of the waste services industry can freely meet and openly discuss ideas, issues and problems, both among themselves and with other members of the waste services industry in full compliance with antitrust and other relevant laws; and

(h) Engage in such other lawful activities as may be necessary and proper for the Association.

ARTICLE 2: OFFICES

2.01 General.

The principal place of business of the Association is in the District of Columbia (Washington, DC) or such other location as specified by the Board of Trustees of the Corporation. The address of WASTEC is 4301 Connecticut Avenue, N.W., Washington, DC., but the Corporation may establish such other offices as determined by the EIA Board of Trustees.

ARTICLE 3: ORGANIZATION

3.01 General.

To most effectively and efficiently carry out its Mission and Purposes pursuant to Article 1, WASTEC shall be organized as an unincorporated constituent Association of EIA subject to the provisions of the EIA By-laws.

3.02 Governance.

WASTEC shall have a Board of Governors responsible for its general affairs, and an Executive Vice President assigned by the President of EIA and subject to his/her authority to manage the day-to-day activities of the association under the guidance of the Association's Board of Governors.

3.03 Relationship Between WASTEC and the Corporation.

(a) General. EIA is the legal entity in which WASTEC exists and nothing contained in these By-laws shall be construed as contradicting or superseding the provisions contained in the EIA By-laws. The Corporation's Board of Trustees is responsible for the overall fiscal and administrative affairs of the Association as provided in Articles 3
and 5 of the EIA By-laws.

(b) Services. The Association shall utilize the Corporation as its resource for the delivery of member services and in the execution of its mission and goals. The Association shall look to the Corporation to provide the following services:

(1) Coordinating federal and state government lobbying efforts;

(2) Providing public affairs, legal, and administrative support, personnel, facilities, and equipment;

(3) Coordinating the research, educational, and informational needs of WASTEC with the other EIA constituent Associations;

(4) Promoting the public image of the equipment and technology sector of the waste services industry by supporting its programs and coordinating activities with the other EIA constituent Associations; and

(5) Reviewing WASTEC's program plans, approving its budget, and allocating funds to the Association as part of the Corporation's consolidated annual budget process

(c) Professional Staff. Pursuant to the authority provided in Sections 3.04(b) and 6.06 of the EIA By-laws, the President and CEO of the Corporation shall assign an Executive Vice President and other Corporation staff as necessary to enable the Association to execute its programs and provide services to its members. The President and CEO periodically will review the resource needs of the Association and the performance of the staff assigned with the WASTEC Executive Vice President and its Board of Governors. [Section 3.03 (c) and other sections were amended on August 22, 2002 to include CEO of the Corporation.]

(d) Advocacy. WASTEC shall be responsible for advocating positions at the federal or state level, whether legislatively or administratively, on matters unique or primarily related to its membership. Pursuant to Section 3.04 (3) of the EIA By-laws, WASTEC may advocate positions jointly with or separately from the other constituent Associations of the Corporation, or request, individually or jointly with other Associations, that the Corporation advocate a position on behalf of the Association. The Corporation's Board of Trustees may direct that the Association refrain from advocating a position on the basis that such advocacy would not be in the best interests of the Corporation.

ARTICLE 4: MEMBERSHIP AND DUES

4.01 Member in Good Standing.

The members of WASTEC are those entities whose invoiced annual dues are paid in full or are current pursuant to a payment schedule, as may be appropriate, and who have rights in accordance with these By-laws.

4.02 Constituency.

WASTEC shall be comprised of entities engaged in the design, manufacturing, distribution, sale, leasing, installation, modification, and maintenance of equipment for use in the collection, transportation, processing, classification, containment, storage, treatment, recycling and disposal of solid and hazardous wastes, and individuals
providing professional, financial and legal services to these entities.

4.03 Membership.

Entities engaged in North America in the for-profit equipment and technology sector of the waste services industry, as defined in Section 4.02 of these By-laws, shall be eligible for membership in the Association. Membership also is open to members of EIA's other Associations whose business activities satisfy the eligibility requirements of
Section 4.02 herein. Entities that qualify for membership in EIA and whose primary business activity is defined in Section 4.02 must join WASTEC directly. Representatives of members must be full-time employees.

4.04 Affiliates.

The Association shall have two classes of affiliates:

(a) Regular. Entities not qualifying for membership pursuant to Section 4.03 above, including by example, but not limited to, academicians, trade publications, trade associations, public officials, and municipalities, shall be eligible to join WASTEC as a regular affiliate.

(b) International. Entities otherwise qualifying for membership pursuant to Section 4.03 above, but for their failing to provide services or activities in North America, shall be eligible to join WASTEC as an international affiliate.

4.05 Voting Rights and Privileges.

Except as otherwise provided herein, members meeting the eligibility requirements set forth in Section 4.03 shall be entitled to one vote with respect to all matters coming before any general meeting of the members of the Corporation and this Association, and shall have the right to receive notice of said meeting. Joint ventures between or among member firms and wholly-owned subsidiaries of members shall not have separate voting rights, unless their executive management is independent from the members comprising the joint venture or parent company. Affiliates shall not be entitled to vote, hold elective office, or participate in closed meetings.

4.06 Admission of Members and Affiliates.

Applications for membership or affiliate status shall be made in writing to the WASTEC Executive Vice President, who acting for the President and CEO of the Corporation in accordance with Section 4.06 of the EIA By-laws, shall review each application to ensure that the applicant is eligible to join the Association as a member or affiliate.

4.07 Dues, Affiliate Fees, and Special Assessments.

The final authority to establish a member dues and an affiliate fee schedule resides with the EIA Board of Trustees.

(a) Dues. The Board of Governors of the Association shall consult with the Executive Vice-President for the purpose of recommending to the Corporation's Board of Trustees a schedule of annual dues at a level sufficient to meet current and planned activities of the Association, to provide for contingencies and to ensure for the reasonable and prudent building of reserves for the Corporation. Dues may vary for classes of membership based upon line of business, number of employees, the existence of subsidiaries or joint venture operations or, other criteria established by the Board of Trustees of the Corporation in consultation with the President and CEO of the Corporation and the Executive Vice President of the Association.

(b) Affiliate Fees. The Board of Governors of the Association shall consult with the Executive Vice President for the purpose of recommending to the Corporation's Board of Trustees a schedule of annual fees for affiliates of the Association. Fees may vary for classes of affiliates based upon line of business, number of employees, or, other criteria established by the Board of Trustees of the Corporation in consultation with the President of the Corporation and the Executive Vice President of the Association.

4.08 Dispute Resolution.

Disputes concerning dues or income allocation shall be resolved by the Corporation's Board of Trustees in accordance with Section 4.11 of the EIA By-laws.

4.09 Reprimand, Suspension, Termination or Expulsion.

Decisions to reprimand, suspend, terminate, or expel a member or affiliate shall be made by the Corporation's Board of Trustees in accordance with Section 4.12 of the EIA By-Laws.

ARTICLE 5: BOARD OF GOVERNORS

5.01 Purposes and Responsibilities.

The Board of Governors of the Association are those individuals vested with the overall direction of the business and affairs of the Association subject to the law, WASTEC's By-laws, EIA's By-laws, and the policies established from
time-to-time by the Corporation's Board of Trustees. Among other things, the Board of Governors is responsible for:

(a) Assuming fiduciary responsibility and exercising financial control and supervision over the affairs of the Association;

(b) Developing policies to guide the implementation of the Association's Mission and Purposes;

(c) Developing the Association's Goals and Objectives and Strategic Plan;

(d) Establishing an annual plan of work and budget for the Association, subject to the final approval of the Corporation's Board of Trustees;

(e) Developing policies on legislative, administrative, and regulatory issues;

(f) Assuring the delivery of relevant services and programs to the members of the Association;

(g) Providing counsel to the Corporation's Board of Trustees through the Trustee(s) elected by the Board of Governors; and

(h) Disseminating information to the members regarding the Association's programs and positions, and issues affecting the Association.

5.02 Membership.

The Board of Governors shall consist of seven (7) voting and up to eight (8) non-voting members as set forth below:

(a) Five (5) voting Governors elected from the members of the Association who are principally engaged in the manufacture and sale of equipment or technology;

(b) Two (2) voting Governors elected from the membership at large;

(c) Three (3) Alternate non-voting members from the membership at large;

(d) The two (2) Representatives to the Corporation's Board of Trustees elected by the Board of Governors, who shall be non-voting members;

(e) The President and CEO of the Corporation, who shall be a non-voting member;

(f) The Executive Vice President of the Association, who shall be a non-voting member;

(g) The immediate past Chairperson of the Board of Governors, who shall be a non-voting member for a period of one year following the expiration of the past Chairperson’s term of office.

5.03 Eligibility.

All members of the Board of Governors, except the Executive Vice President and the President and CEO of the Corporation, are required to be employed by a WASTEC member in good standing.

5.04 Limitations.

(a) No more than twenty percent (20%) of the Board of Governors shall consist of representatives from a single member, its parent or subsidiaries.

(b) Attendance at a Board meeting by a voting Governor may be through an Alternate, providing such alternate is appointed in advance by the Chairperson of the Association. This appointment shall automatically be given to an Alternate elected Board member, if available.

(c) Voting by proxy shall not be authorized.

(d) WASTEC’s Representatives to the Corporation’s Board of Trustees shall not be a voting Governor or Alternate on the WASTEC Board of Governors.

5.05 Elections.

(a) Regular. The membership of the Association shall, at its Fall Annual meeting, elect their representative(s) to the WASTEC Board of Governors in accordance with Section 5.02 of these By-laws. The newly seated Board of Governors shall immediately convene with the sole purpose to elect the Chairperson of the Association, the Vice Chairman of the Board of Governors, and one or more representative(s) to the Corporation's Board of
Trustees for the next year in accordance with Article 5 of the EIA By-laws.

(b) Special. In the event of a vacancy on the Board of Governors due to serious illness, resignation, death or ineligibility, a special election shall be held within sixty (60) days to fill the vacancy.

(c) Letter Ballots. The Board of Governors may authorize the use of a letter ballot to conduct any regular or special election of the Board of Governors. Transmission of the ballot may be by mail or electronic distribution.

5.06 Terms of Office and Re-election.

(a) The term of office shall begin on January 1 of the year following election and shall conclude three (3) years hence on December 31.

(b) Governors shall be eligible to serve for two consecutive three-year terms. Following the expiration of two consecutive three-year terms, there must be a one (1) year break before a Governor may be reelected.

(c) Governors serving pursuant to Sections 5.02(d), (e), and (f) shall be exempt from this term limitation.

(d) At least two (2), but not more than three (3), of the voting Governors, and the three (3) Alternates to the Board of Governors shall be elected each year at the Fall Annual Meeting.

5.07 Vacancies.

Governors elected to fill a vacancy through a special election shall hold office until the next regular election. If there are less than two (2) years remaining until the next election, the Governor shall be eligible to serve two additional consecutive three-year terms.

5.08 Committees.

The Board of Governors shall meet as a committee-of-the-whole. The Board of Governors may appoint one or more committees from its membership and the general membership of the Association to advise the Board of Governors on matters coming before it.

(a) Nominating Committee. A Nominating Committee shall be appointed by the Board of Governors to provide to the membership a recommended slate of candidates to fill the vacancies for Governors and Alternates with terms to expire at the end of the current year. The Nominating Committee shall also provide to the Board of Governors with recommendations for Chairperson of the Association, Vice Chairperson of the Board of Governors and Representatives to the EIA Board of Trustees for the year beginning January 1 of the following year. The Nominating Committee shall consist of not more than five (5) members, of which three (3) shall be from the current Board of Governors and one (1) shall be from the membership at large. The Chairperson of the Association shall appoint the Chairperson of the Nominating Committee.

ARTICLE 6: COMMITTEES & WORKING GROUPS

6.01 General.

The Board of Governors shall establish Committees and Project Working Groups, as necessary, for the purpose of facilitating the execution of its Mission and Purposes.

6.02 Committees.

The Board of Governors shall establish Committees, as appropriate. The Committees shall meet at as required, and shall have the following responsibilities, as appropriate:

(a) Identify needs for technical program work;

(b) Provide advice to the Board of Governors regarding legislative and regulatory issues affecting the Association;

(c) Develop positions regarding issues affecting the members of the Committee;

(d) Make recommendations to the Board of Governors regarding the Association's annual plan of work;

(e) Provide assistance to the Association and the Corporation in recruiting, retaining, and servicing members; and

(f) Develop general educational and informational programs.

6.03 Project Working Groups.

The Board of Governors may establish Project Working Groups either on a long term or temporary basis, to provide a focal point for specific issues, tasks, or to provide services for specific segments of the Association's membership. Members may participate in one or more Project Working Groups, if the activities of that Working Group involve an enterprise in which the member has a direct interest. Project Working Groups shall be responsible for one or more of the following:

(a) Providing technical advice and input regarding the development of standards through the consensus process;

(b) Conducting technical program work;

(c) Developing specific educational and information programs;

(d) Providing input on specific legislative and regulatory policy positions; and

(e) Providing specialized member services, including integration with other Associations of the Corporation.

6.04 Voting Privileges. Members may exercise one vote each in Committees, and in any of the Project Working Groups that affect their interests. Notwithstanding the limitations set forth in Section 4.05 of these By-laws, joint ventures between or among members and whollyowned subsidiaries of members may not comprise more than twenty percent (20%) of the voting seats in any one Working Group.

ARTICLE 7: REPRESENTATIVE(S) TO THE CORPORATION'S BOARD OF TRUSTEES

7.01 Elections.

The Board of Governors of the Association shall elect one or more representatives to the Corporation's Board of Trustees in accordance with Article 5 of the Corporation's Bylaws. In the event that the election of the Representative(s) by voting ballot is unsuccessful, selection shall be made by lottery from among those persons nominated.

7.02 Term.

The term of a WASTEC representative to the EIA Board of Trustees shall be one (1) year. A representative shall not serve more than six (6) consecutive one (1) year terms. Following the expiration of any six (6) consecutive terms, there must be a one (1) year break before a WASTEC representative to the EIA Board of Trustees may be reelected.

ARTICLE 8: OFFICERS AND STAFF

8.01 Officers.

The Association shall have a single elected officer, the Chairperson. The Board of Governors shall have a Chairperson, who is also Chairperson of the Association, and a Vice Chairperson. Each Committee and Project Working Group shall also have one Chairperson.

8.02 Election and Terms.

(a) Chairperson of the Association. The Chairperson of the Association shall be elected annually from among the voting members of the newly seated Board of Governors at its Fall meeting. The Chairperson of the Association shall serve as Chairperson of the Board of Governors. In the event that the election of the Chairperson by voting ballot is
unsuccessful, selection shall be made by lottery. The Chairperson shall serve for a term of one (1) year and may be reelected subject to the limitations set forth in Section 5.06 of these By-laws for two (2) additional terms.

(b) Board of Governors Vice-Chairperson. The Board of Governors Vice-Chairperson shall be annually from among the voting members of the newly seated Board of Governors at its Fall meeting. The Board of Governors Vice-Chairperson shall serve in the absence of the Chairperson of the Board of Governors and perform such other duties as may be assigned. In the event that the election of the Vice-Chairperson by voting ballot is unsuccessful, selection shall be made by lottery. The Chairperson shall serve for a term of one (1) year and may be reelected subject to the limitations set forth in Section 5.06 of these By-laws.

(c) Committee Chairpersons. The Chairperson of each Committee shall be elected by the voting members of the Committee. . In the event that the election of the Chairperson by voting ballot is unsuccessful, selection shall be made by lottery. The Chairperson will serve until otherwise replaced by the Committee.

(d) Project Working Group Chairpersons. Each Project Working Group shall elect a Chairperson from among the voting members of the Working Group. The Chairperson will serve until otherwise replaced by the Working Group.

8.03 Duties.

(a) Chairperson of the Association. The Chairperson of the Board of Governors shall preside at all meetings of the Board of Governors and shall be entitled to vote on all matters. The Chairperson shall be responsible for general oversight of the Association's policies and execution of its mission and purposes as implemented by the Association's Executive Vice President. The Chairperson shall serve as an Alternate to the Corporation's Board of Trustees.

(b) Chairpersons of Committees and Working Groups. The Chairperson of a Committee or Working Group shall preside at all meetings of that assembly. The Chairpersons shall consult with the Executive Vice President and the Board of Governors to assure that the activities of the Committees and Working Groups are consistent with the mission and purposes of the Association and the approved annual work plan and budget.

8.04 Removal of Officers.

If an Officer of the Association who is indicted for or convicted of a felony violation during his/her term, he/she shall be replaced by the Board of Governors for the duration of his/her term by a special election to be held within fourteen (14) days of the creation of the vacancy.

8.05 Executive Vice President.

The President of the Corporation shall assign an Executive Vice President to the Association from the Corporation's staff. The Executive Vice President shall be responsible for managing and directing the daily affairs of the Association and carrying out the Association's programs and services as established by its Board of Governors. The
Executive Vice President shall be subject to the overall authority of the President.

ARTICLE 9: MEETINGS

9.01 Board of Governors.

The Board of Governors shall hold at least four meetings each year, one in conjunction with Winter Conference, one in the Fall and two others at times deemed appropriate. The Fall meeting shall be scheduled prior to the Fall meeting of the Corporation's Board of Trustees. Special meetings may be called by the Chairperson or upon written request of at least two (2) voting Governors. Written notice of all Board meetings shall be provided with sufficient time to be received by the Governors prior to the meeting(s), and shall describe the matters to be acted on at the meeting(s).

9.02 Committees and Project Working Groups.

The frequency of meetings of Committees and Project Working Groups of the Association are dependent upon the nature of the issues, projects or other business that is of interest to the specific Committee. Thus, regular meetings of Committees are not required, and Project Working Groups only need meet when business activities require. Notwithstanding, a Project Working Group or Committee that does not meet at least once per year shall have its status subject to review by the Board of Governors. Working Group and Committee meetings may be called by the Chairperson of the Association, the Chairperson of the Committee or Working Group, or upon written request of at least two (2) members of that Committee or Working Group. Written notice of a Committee or Working Group meeting shall be provided with sufficient time to be received by its members prior to the meeting, and shall describe the matters to be acted on at the meeting.

9.03 Manner of Voting.

(a) Board of Governors. A quorum shall be satisfied by three (3) voting members of the Board of Governors. All matters coming before a regular or special meeting shall be decided by a majority vote of the members present and voting, unless otherwise provided in these By-laws.

(b) Committees and Working Groups. A quorum shall be satisfied by the lessor of either seven (7) voting members or one third of all voting members of the Committee or Working Group. All matters coming before a meeting shall be decided by a majority vote of the members present and voting, unless otherwise provided in these By-laws.

ARTICLE 10: INFORMAL ACTION

10.01 Waiver of Notice.

(a) A member’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by a member for the purpose of objecting to transaction of business because the meeting is not lawfully called or convened.

(b) Whenever any notice whatever is required to be given pursuant to these By-laws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice.

(c) Such waiver need not, in case of any regular or special meeting of the Board of Governors, specify the general nature of the business to be transacted.

10.02 Action Without Meeting.

(a) Board of Governors. Any action required by these By-laws, or any action which otherwise may be taken at a meeting of the Board of Governors may be taken without a meeting if notice of such action is provided to all members of the Board of Governors and the consent in writing, setting forth the action to be taken, is signed by two-thirds (2/3) of the Governors entitled to vote and filed with the Chairperson of the Association.

(b) Committees and Working Groups. Any action required by these By-laws, or any action that may be taken at a meeting of any Committee or Working Group, may be taken without a meeting if notice of such action is provided to all members of the Committee or Working Group and consent in writing, setting forth the action to be taken, is signed by a majority of the members responding and filed with the Chairperson of the Committee or Working Group.

10.03 Participation Without Physical Presence.

(a) Any or all members of the Board of Governors or of any Committee or Working Group may participate in a meeting by means of conference telephone or by any means of communication by which all persons participating at the meeting are able to hear one another, and such participation shall constitute presence of the person at the meeting.

(b) A member's attendance at any such meeting in this manner shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by a Governor for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

ARTICLE 11: OPERATIONS

11.01 Fiscal Year.

The Association's fiscal year shall be the same as the Corporation's.

11.02 Execution of Documents.

The execution of all monetary instruments, contracts, leases or other instruments shall be in the name of the Corporation and executed in accordance with Article 11 of the Corporation's By-laws.

11.03 Books and Records.

The Association will keep correct and complete books and records as required by the Corporation, including the minutes of the proceedings of its Board of Governors, Committees, and Project Working Groups. It shall also provide to the Corporation names, addresses, and other details of membership for the maintenance of its membership register, as well as a copy of its By-laws (including amendments) for certification by the Corporation's Secretary-Treasurer.

11.04 Limitation on the Rights of Members.

No member of the Association may have any vested right or interest in the assets, functions, or affairs of the Association.

11.05 Disposition of Assets.

The Corporation owns all assets of the Association. The Trustees of the Corporation may authorize secured transactions or other dispositions of Corporate assets without approval by the members.

ARTICLE 12: AMENDMENTS

12.1 By-laws.

The power to amend these By-laws is vested in the Board of Governors, subject to review by the Corporation's General Counsel and approval by the EIA Board of Trustees. Such action must be pursuant to a vote of two thirds (2/3) of the Governors, provided further that written or electronic notice of the proposed amendment has been provided to the Board of Governors at least fifteen (15) days prior to any vote.

FILE: Bylaws/WASTEC
September 9, 2002