BYLAWS OF THE MINNESOTA PLUMBING-HEATING-COOLING CONTRACTORS ASSOCIATION ARTICLE II NAME OF CORPORATION & TIERS

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1 BYLAWS OF THE MINNESOTA PLUMBING-HEATING-COOLING CONTRACTORS ASSOCIATION ARTICLE I NAME OF CORPORATION & TIERS The name of this Corporation shall be the Minnesota Plumbing-Heating-Cooling Contractors Association (MN PHCC), hereinafter referred to as the Association. This Association shall be an affiliate of and governed by the by-laws of the Plumbing-Heating- Cooling Contractors National Association. Local Associations from each city, town, village, and region consisting of not less than five (5) members, may affiliate with this Association. The State Association shall have no jurisdiction over the territory or members of a local Association in good standing affiliated with this Association, as long as the local association is acting in the best interests of the state and national Association. The state Association may only involve itself in a local association upon a vote of 75% of the state Association board of directors. ARTICLE II MEETINGS Annual Meetings Notice of annual and special meetings of the membership of the Association shall be given by written copy thereof to each member at his/her last known address not less than fifteen (15) days preceding the Annual meeting and not less than five (5) days preceding a special meeting of the membership of the Association. The place, time and days of the Annual meeting of the Association shall be designated by the board of directors. Special Meetings Special meetings of the Association shall be called upon request of the president, a majority of the board of directors, or upon petition of at least twenty-five percent (25%) of the members of the Association. A quorum at all annual, regular, and special meetings shall be a majority of the board of directors and five percent (5%) of the voting membership which number shall include the board of directors. An active member company, in good standing, shall be allowed one vote on any motion, resolution, election or amendment acted upon at any meeting of the Association. There shall be no cumulative voting. The votes shall only be assigned to an owner or officer of an active member company who is involved on a regular basis with the operation of the company. The member company's representative shall designate on the convention registration who shall be

2 eligible to vote. Representation at meetings of the Association shall only be accorded to members in good standing whose dues are current. Meetings shall be conducted according to Roberts Rules of Order, Revised, except as herein otherwise specified or as determined by those in attendance at the meeting. The order of business for board meetings and the Annual Meeting shall be determined by the Executive Committee. The Annual Meeting shall include the following and may include other matters as determined by the Executive Committee or the membership at the meeting: 1. Call to order 2. Approval of Agenda 3. Minutes of the previous Annual Meeting 4. Financial Report on the Association 5. Report of the President 6. Election and installation of officers 7. Adjournment Section 7. Any majority vote of the members present at a meeting in person shall prevail provided that a quorum is present. ARTICLE III MEMBERSHIP Classes of Membership. Membership in this Association may be active, industry or honorary. a. ACTIVE MEMBERS. Only companies who are actively engaged in the installation, maintenance or repair of plumbing-heating-cooling systems and are of good moral character, and whose businesses are properly licensed primarily to do plumbing, heating and cooling, and who are properly registered in compliance with local ordinances, where required, shall be eligible for membership, provided the company is a member in good standing of the local Association, where one exists. b. INDUSTRY MEMBERS. An Industry Member shall be any Manufacturers Representative, Supplier, Wholesaler Representative, or firm primarily engaged in the business of supplying equipment, merchandise, tools or services to the plumbing-heating-cooling industry. Industry Members are not entitled to vote or participate in the business affairs of this Association. Industry Members shall not be subject to National Association dues. c. HONORARY MEMBERS. An honorary membership may be bestowed upon any person who has made an outstanding contribution to the plumbing-heating- cooling industry on recommendation of the board of directors. Honorary members shall be entitled to attend all meetings but shall not be eligible to vote or hold office. The privilege of an expression of opinion at any meeting may be granted them either by the President or a majority of the members present. The initiation fee and membership dues of this Association shall be set by the board of directors. Three-Tier Federation. The dues for members of the Association shall include Local dues and National per capita dues as established by the Local and National Associations from year to

3 year. Local Association dues shall be payable on a schedule determined by the Local Association. Section 7. Members shall have the power at any regular or special meeting duly called to remove any director, officer or employee, for misconduct, malfeasance or misfeasance in office and to fill the vacancy caused by such removal provided that written notice of such proposed action is served upon the board of directors, officer or employee by certified mail, return receipt, at least thirty (30) days in advance of the meeting. Removal of any director, officer or employee shall require a vote of three quarters (3/4) of the full board of directors. A minimum of ten (10) Directors must be present in person to vote upon removal of any director, officer or employee. Such removal of an officer shall not affect such officer's status as a director. Voting at all regular and special membership meetings and all regular and special Board of Director meetings may be conducted via telephone conference, proxy, mail, fax, or any other generally accepted method unless otherwise stated in these by-laws. Any member ceasing to be a member of this Association by voluntary resignation or otherwise, thereafter shall have no rights, benefits, or privileges of the Association, pecuniary or otherwise. Any and all debts to the Association shall not be deemed waived. Any active member, ceasing to be actively engaged in the installation, maintenance or repair of plumbing, heating, cooling systems, or any active member violating the provisions or the Articles and By-laws may be required to forfeit his/her membership by a majority vote of the board of directors. ARTICLE IV BOARD OF DIRECTORS The full power, direction and management of the affairs, interest and property of this Association except as limited by law, the Articles and By-laws of the Association, shall be vested in a board of directors. The number of directors shall be not less than eleven (11), nor more than seventeen (17), but from time to time the number may be increased or may be decreased within that range by the affirmative vote of a majority of the whole number of directors. One Director seat shall be assigned to a Wholesaler Representative and one seat shall be assigned to a Manufacturer Representative. All other seats must be held by Contractors. Two non-voting members of the Board will be the Association Executive Director and a MN PHCC Auxiliary Representative. At each Annual Meeting of the members, directors shall be elected to hold office for a threeyear term and until their successors have been elected and qualified. A director cannot serve more than two consecutive terms (six years). A Director may succeed himself/herself for only one consecutive term. After serving two consecutive terms, a Director must vacate his/her position for at least one year before seeking re-election to another term in that same position. After serving two consecutive terms, a Director may also elect to accept a nomination to serve an Executive Committee role. All members in good standing are eligible to stand for election and vote for any director position, pursuant to the by-laws of the Association.

4 Each active, chartered local PHCC association in good standing will retain one seat on the Board. Each PHCC local association will determine how the seat will be filled (i.e. appointment or local election). Each PHCC local association must notify the Association, in writing, at least 60 days prior to the annual meeting which local member(s) will be running for the seat or will be appointed to the seat. If the Association does not receive communication from a local association, the President of that local association will automatically be appointed to the Board. Local PHCC association MN PHCC BOD position will not have a term limit but can serve for as long as the local PHCC association deems appropriate, and a replacement is elected. Upon petition of at least ten percent (10%) of the members present at an annual meeting of the Association, members may nominate for election to office the directors of the Association. The board of directors shall meet at the time and place to be determined by the president, except as hereinafter provided. A majority of the directors shall constitute a quorum for all meetings of the board, and a majority vote of the members present or participating by conference call or electronic mail, at a special meeting, shall decide questions subject to the approval of the members at the annual meeting. Vacancies on the board of directors, except as otherwise herein provided, shall be filled by an appointment of the Executive Committee. Special meetings of the board of directors may be called by the president, or any six (6) members of said board upon five (5) days notice. A majority of the directors shall constitute a quorum for all meetings of the board, and a majority vote of the members present or participating by proxy, telephone conference, fax or electronic mail, at a special meeting, shall decide all questions. All votes in special meetings shall be finalized by ballot. Section 7. Section 8. Directors, officers, committee members and employees of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, in connection with any proceeding they may be a party to, provided that they were acting in the performance of their Association duties at the time the expense and liability was incurred. This provision shall not apply if the director, officer, committee member or employee is adjudged guilty of willful misfeasance, malfeasance or nonfeasance in the performance of their duties. However, the Board of Directors may approve such indemnification if deemed in the best interests of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such directors, officers, committee members, or employees may be entitled. The Board of Directors is responsible for guiding the Association in fulfillment of its mission and may appoint or hire such other officers, agents or employees as it deems necessary or expedient. The Executive Committee is responsible for reviewing the Executive Director's performance. A quorum at all regular and special meetings of the board of directors, unless otherwise stated in the by-laws, shall consist of a majority of those present either in person or attending by telephone conference or other generally accepted means of communication. Resignations and Removal of Directors. (a) Any director of the Association may resign at any time by giving written notice to the President, or to the Vice President. Such resignation shall take effect at the time specified therein or, if no time be specified, then on delivery. (b) Any

5 director may be removed, either with or without cause, at any time, by a vote of a majority of the total number of directors at a special meeting of the directors called for that purpose. ARTICLE V ELECTION OF OFFICERS The President will serve a two year term and must have served as Vice- President for the two prior years. The Vice-President and Secretary/Treasurer officers shall be elected by the Board at a fourth quarter calendar year board meeting. The Secretary/Treasurer shall be a two year term. Any Board member, after having served one year, is eligible to run for the position of Secretary/Treasurer. Any Board member, after having served two years, is eligible to run for the position of Vice-President. The individual occupying the Vice-President office will move up to the office of the President after serving as Vice President for two consecutive years. There will be no succession from Secretary/Treasurer to Vice President or President. ARTICLE VI OFFICERS The President of the Association shall preside at all meetings of the Association and board of directors and shall cast the deciding vote in case of a tie. The president, with the approval of the board of directors, shall appoint all committees. The president, with the approval of the board of directors, shall sign all contracts, except as otherwise provided in these by-laws and shall be general executive in charge of all of the business and activities of the Association. The president shall be a member ex-officio of all committees, and it shall be his/her duty to see that these articles and bylaws of the Association are enforced. The president shall have no power to act contrary to the orders, budget or resolutions of the board of directors. The vice-president of the Association shall preside in the absence of the president and in the event of the death or disability of the president, shall assume the duties of his/her office. It shall be the duty of the secretary/treasurer to give due notice of all meetings to the members and the board of directors; to keep the minutes of the board of directors and the Association. The secretary/treasurer shall have charge of the books and records of the Association; shall have charge of all property of the Association, real, personal and mixed; shall keep a record of the income and disbursements of the Association. The officers of the Association shall submit reports to the members at the annual meeting thereof, covering the business of the Association entrusted to them for the previous fiscal year and such reports shall show the condition of the Association. The duties and responsibilities of the president, vice-president and secretary/treasurer, may be delegated. The President, Vice-President, Secretary/Treasurer of the Association, and a member of the Board of Directors, who shall be chosen by the President, Vice-President and Secretary/Treasurer, shall comprise the Executive Committee. The Executive Committee shall be empowered to make decisions regarding the day-to-day operations of the Association. The

6 non-officer member of the Executive Committee shall serve in an ex-officio advisory capacity only. The Secretary/Treasurer and this fourth position can be a Contractor, Manufacturer Representative or Wholesaler Representative. A minimum of three of the four positions within the Executive Committee must be held by contractors. ARTICLE VII COMMITTEES Committees. The Executive Committee shall serve as the Auditing Committee. The Executive Committee may appoint other active members to serve on other committees from time to time as deemed necessary and may invest such committees with such powers and assign such duties as it sees fit, except that committees may not make financial or legal obligations or usurp any other authority reserved for the Board of Directors. All committees shall report to the Executive Committee. The duties, rights, powers and privileges of committees shall be defined by the president, and may from time to time be amended, redefined, canceled or annulled by the appointing power. Removal of Committee Members. Committee members may be removed by a majority vote of the Executive Committee. ARTICLE VIII BYLAYWS, AMENDING, REPEALING, EFFECTIVE DATE These by-laws may be amended or repealed in whole or in part in the following manner: (a) At the Annual Meeting. Suggested revisions shall be delivered to the Secretary/Treasurer in writing at least sixty (60) days prior to the annual convention, and if same is not contrary to any provisions of the Articles of Incorporation of the laws of the State of Minnesota, it shall be read by the Secretary/Treasurer. It shall then be referred to a Committee on Resolutions, and said Committee shall report thereon. The proposed amendment shall be adopted if it is approved by a majority of the board of directors and a majority of those active members voting. (b) Referendum vote between Annual Meetings. Between Annual Meetings of this Association, any local association or active member may submit proposed amendments to the board of directors. If the proposed amendment(s) receives the unanimous approval of the board of directors, the Secretary/Treasurer shall submit the same to a referendum vote of the entire active membership of this Association. The proposed amendment shall be adopted if it receives approval of not less than three fifths majority vote of the active membership voting. Effective Date. These by-laws shall become effective immediately upon adoption thereof, and shall supersede any previous by-laws. ARTICLE IX DISSOLUTION Upon dissolution of the Association, the board of directors shall, after paying or making provision of the payment of all of the liabilities of the Association, dispose of all of the assets of

7 the Association, exclusively to such organization or organizations organized and operated exclusively for charitable, religious, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (6) of the Internal Revenue Code of 1954 (or corresponding provision of any future United Sates Revenue Law) as the board of directors shall determine. Any such assets not so disposed of, shall be disposed of by the Court having jurisdiction where the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes. Amended February 20, 1999, Mankato, Minnesota Amended February 5, 2000, Brooklyn Park, Minnesota Amended December 09, 2005, Minneapolis, Minnesota Amended February 26, 2015, Brooklyn Park, Minnesota