PLNA Bylaws June 14, 2012

PENNSYLVANIA LANDSCAPE AND NURSERY ASSOCIATION

BYLAWS

The Bylaws of the Pennsylvania Landscape & Nursery Association were adopted on June, 1964; with amendments approved by the membership on February 24, 1981; February 6, 1985; February 5, 1986; February 1, 1988; February 12, 1990; February 11, 1992; February 14, 1995; February 10, 1998; February 10, 1999; September 19, 2001; February 5, 2002; February 4, 2003; February 10, 2005; February 6, 2007; February 9, 2011 and November 13, 2012.

Table of Contents

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PLNA Bylaws June 14, 2012

Article I -Name and Object of Corporation

Section 1.Name

Section 2.Object of the Corporation

Article II -Dues and Assessments

Section 1.Dues

Section 2.Assessments

Article III -Membership

Section 1.Classes of Membership

Section 2.Active Membership

Section 3.Associate Membership

Section 4.Student Club Membership

Section 5.Individual Student Membership

Section 6.Honorary Membership

Section 7.Life Membership

Section 8.Retired Membership

Section 9.Membership Applications

Section 10.Cancellation of Membership: Nonpayment of Dues

Section 11.Reinstatement

Section 12.Misconduct Termination

Section 13.Notice and Hearing Requirements Section 14.Cease to Qualify

Section 15.Acceptance of Code of Ethics

Article IV -Meetings

Section 1.Annual Meeting

Section 2.Special Meetings

Section 3.Written Notice of Meetings

Section 4.Adjournment

Section 5.Quorum for the Transaction of Business

Section 6.Lack of Quorum

Section 7.Rules of Order

Article V - Elections and Voting

Section 1.Elections

Section 2.Eligibility to Vote

Section 3.Production of Records on Member's Request

Section 4.Number of Votes per Member

Section 5.Nominating Committee

Section 6.Nominating Procedures

Section 7.Simple Majority Required

Article VI - Officers

Section 1.Elected Officers

Section 2.One Person - One Office

Section 3.Qualifications

Section 4.Powers and Duties of the Board Chair

Section 5.Powers and Duties of the Board Vice Chair

Section 6.Secretarial Duties of the Secretary/Treasurer

Section 7.Financial Duties of the Secretary/Treasurer

Section 8.Vacancies in an Office

Section 9.Term of Office

Section l0.Simple Majority Vote Required

Article VII -Board of Directors

Section 1.Scope of Authority

Section 2.Members of the Board of Directors

Section 3.Term of Office

Section 4.Commencement of Term of Office

Section 5.Special Meetings of the Board

Section 6.Location of Meetings

Section 7.Vacancies

Section 8.Quorum

Section 9.Absence of Members of the Board of Directors

Section 10.Adjournment

Section 11.Consent in Writing in Lieu of Meeting

Article VIII -President

Section 1.Authority

Section 2.Powers and Duties

Article IX -Seal

Section 1.Seal

Article X- Corporate Offices

Section 1.Principal Office

Section 2.Branches

Section 3.Records

Article XI - Interpretation and Review of Bylaws

Section 1.Interpretation of Bylaws

Section 2.Review of Bylaws

Article XII - Amendment of Bylaws

Section 1.Amendment of Bylaws

Article XIII -Duties and Liabilities of Directors and Officers

Section 1.Fiduciary Relationship

Section 2. Personal Liability

Article XIV -Indemnification of Directors, Officers, and Other Persons

Section 1.Right of Indemnification

Section 2.Circumstances Under Which the Right to Indemnification May Be Denied

Section 3.Authorization for Payment of Expenses

Section 4.Proceedings for Payment of Indemnification

Section 5.Scope of Indemnification

Section 6.Securing of Indemnification Obligations

Section 7.Interpretation

Section 8.Amendment or Repeal

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PLNA Bylaws June 14, 2012

Article I - Name and Object of Corporation

Section 1. Name

This Corporation shall be known as the PENNSYLVANIA LANDSCAPE AND NURSERY ASSOCIATION.

Section 2. Object of the Corporation

In furtherance of the objects set forth in the Articles of Incorporation, but not in limitation thereof, the Corporation shall endeavor to promote the general welfare of its members by:

(a)Uniting in a common organization those engaged in the production and sale of plants and all related products and services;

(b)Fostering and promoting the industry engaged in the production and sale of plants and related products and services, and cooperating with allied organizations in such endeavors;

(c)Improving the products and services of the industry through research and education and the standardization of practices;

(d)Formulating and maintaining a high standard of business ethics in the industry for the guidance of its members in their relations with each other and with the public;

(e)Gathering, analyzing and disseminating information of general interest, and presenting the views of members to the public, government agencies, and other organizations;

(f)Cooperating with governmental agencies in developing policies on legislative and administrative matters in the interest of the public and the industry;

(g)The exhibition of plants, products and services, and other articles produced by or used in the industry;

(h)Engaging in any lawful activities which will enhance the efficient and economic progress of the industry and apprise the public of its scope and character.

Article II - Dues and Assessments

Section 1. Dues

The Board of Directors shall set membership dues for the ensuing year. No one-year increase shall exceed the change in the Northeast Urban Consumer Price Index as reported by the U.S. Bureau of Labor Statistics over the preceding year, unless approved by a majority vote of ballots returned by the voting membership within 14 calendar days from the date mailed or faxed. In the absence of any Board action, the dues shall remain the same as the current year.

Section 2. Assessments

Assessments may be made for due cause, if passed by a vote of two-thirds (2/3) of the Board of Directors subject to the approval of the membership at any meeting of the membership as provided in Article IV.

Article III - Membership

Section 1. Classes of Membership

The membership of the Corporation shall be made up of the following classes: Active,Associate, Student Club, Individual Student, Honorary, Life and Retired Members,and any other classification of membership which may from time to time be designated by the Board ofDirectors.

Section 2. Active Membership

Active Members shall be sole proprietors, partnerships, or Corporations who areengaged in either the production or the sale of plants, and all related products and services in the Commonwealth of Pennsylvania, and shall possess all appropriate certificates and registrations as required by the Commonwealth of Pennsylvania, and possess a reputation of trustworthiness, which must be maintained as a condition of membership. Any firm with multiple business locations within Pennsylvania must pay dues for each location. A firm's membership will not be approved unless all locations are included.Active Members shall have voting privileges and the right to hold office.

Section 3. Associate Membership

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PLNA Bylaws June 14, 2012

Associate Members shall be sole proprietors, partnerships, or Corporations who are not engaged in the green goods industry but supply allied products or services to the green goods industry or who are engaged in either the production or the sale of green goods outside the state. When an associate member's main business office or headquarters is located outside the Commonwealth of Pennsylvania, the Corporation privileges, services and logo can only be used at that one location and cannot be extended to other locations. Associate Members shall have voting privileges and the right to hold office.

Section 4. Professional Membership

Professional Members shall be individuals who are owners of green goods industry businesses located within Pennsylvania with no other assistance, leased, contracted or employed in their business. Membership privileges extended to Professional Members shall include the ability to serve on committees, to receive member rates for PLNA certifications programs, educational programs and other PLNA events, and to receive select PLNA publications. Professional Members may not hold office, vote for the Board of Directors, nor receive government relations publications and staff assistance. Dues shall be set at 50% of the Active Member dues.

Section 5. Student Club Membership

Student Club Membership shall be granted to organized groups of students at the high school or college level with an interest in horticulture. The only membership privilege extended to a Student Club shall be to receive communications typically sent to a PLNA member. This class of membership may not hold office or vote.

Section 6. Individual Student Membership

Individual Student Members shall be currently enrolled in a high school or college. The only membership privilege extended to a Student Member shall be to receive communications typically sent to a PLNA member. This class membership may not hold office or vote.

Section 7. Honorary Membership

Honorary Membership may be granted to individuals outside the Corporation membership who deserve special recognition for their support of the industry. Honorary Membership entails no obligation to pay dues and includes no voting privileges. Honorary Members are entitled to receive copies of the Association's periodical at no charge as their only membership privilege. Procedure for granting Honorary Membership, a non-voting classification, shall be:

(a)The individual shall be nominated by an Active Member in good standing in this Corporation; and

(b)The Secretary/Treasurer, or his\her authorized agent, shall submit the nomination to the

Board of Directors for consideration and action.

Section 8. Life Membership

Life Membership may be granted to individuals from within the Corporation membership whose special contribution to PLNA make them worthy of a lifetime membership with no dues assessed. Life Members have no voting privileges but are entitled to receive the Corporation's periodical at no charge. Procedures for granting Life Membership shall be:

(a)The individual shall be nominated by an Active Member in good standing in this Corporation; and

(b)The Secretary/Treasurer, or his/her authorized agent, shall submit the nomination to the Board of

Directors for consideration and action.

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PLNA Bylaws June 14, 2012

Section 9. Retired Membership

Retired Members shall be individuals who have been owners or corporate officers of a Corporation member firm in good standing for at least ten consecutive years. Retired members have no voting rights or other membership privileges, and are not assessed dues, however, they are eligible for the Corporation insurance programs and other benefits and programs provided by the Board under terms and conditions determined by the Board.

Section 10. Membership Application

Membership Applications shall be processed as follows:

(a)Applications for Active and Associate Membership shall be approved by the President, provided the business criteria in Section 2 and Section 3 are met, and the appropriate dues are paid. The membership shall be notified periodically of all new memberships approved.

(b)Student Club Membership applications shall be approved by the President, provided the application is signed by an authorized representative of the Student Club.

(c)Retired membership applications shall be approved by the President.

Section 11. Cancellation of Membership: Nonpayment of Dues

Whenever a member shallfail to pay his/her dues after ample billing and warning by the Corporation in accordance with the policy adopted by the Board of Directors, and without other cause or requirement of a hearing, that member will be dropped from the Corporation membership.

Section 12. Reinstatement

Any member who has been dropped from membership under the provisions of Section 11 of Article III, may request reinstatement in the following manner:

(a)By paying the annual dues for the year in which he/she reapplies in the same manner as a regular member;

(b)Such request for reinstatement shall be in writing and shall be submitted to the President who shall process the request for reinstatement as provided in Article III, Sections 12(a) and 12(b).

Section 13. Misconduct Termination

Except for nonpayment of dues and failure to qualify for continued membership, members may be expelled from this Corporation if there shall be cause to bring a complaint of any act prejudicial to the character and interests of the Corporation, or contrary to its bylaws.

Section 14. Notice and Hearing Requirements

All charges against a member must be made under oath in writing and signed by the accuser and

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PLNA Bylaws June 14, 2012

presented to the Membership Committee. Thereupon, the Membership Committee shall immediately send by Registered Mail a copy of the charges to the accused member, together with a notice of a hearing at a specified time and place within a fourteen (14) day period. The Membership Committee shall conduct the hearing and receive the testimony of all interested persons, including the accused and his/her witnesses. Within one (1)

month after the hearing is concluded, the Membership Committee will either exonerate the accused or will refer the matter to the Board of Directors for further action, together with their written recommendations. The Board of Directors after receiving the report of the Membership Committee will immediately investigate the charges and then shall require a two-thirds (2/3) vote of the entire Board of Directors to either exonerate, discipline, suspend or expel said member.

Section 15. Cease to Qualify

Any member who ceases to qualify for continued membership, as defined in this Article shall automatically be dropped from the membership roll of this Corporation.

Section 16. Acceptance of Code of Ethics

Members in all classifications must unequivocally accept and subscribe to the Code of Ethics adopted

by the Board of Directors. New members shall do so upon applying for membership and existing members shall be deemed to accept any such code by the payment of their dues.

Article IV - Meetings

Section 1. Annual Meetings

The Annual Meeting of the members shall be held at such time and place as the Board of Directors

shall decide within the Commonwealth of Pennsylvania. If the Annual Meeting shall not be held within six (6) months of its customary time, an Active Member in good standing may call such meeting.

Section 2. Special Meetings

Special Meetings of the members may be called at any time by the Board Chair, or the Board of Directors, or upon the written request of at least ten (10%) percent of the Active and Associate Members. The request shall state the time, place, and purpose of the meeting. At any time upon said written request, it shall be the duty of the Secretary/Treasurer to call said special meeting not less than ten (10) days nor more than sixty (60) days after receipt of said request. If the Secretary/Treasurer shall neglect or refuse to issue such call, the person or persons making the request may do so. The Secretary/Treasurer shall give due notice of said meeting. No business shall be transacted at a special meeting other than that set forth in the request.

Section 3. Written Notice of Meetings

Written notice by mail, fax, or electronic means of every meeting of the members shall be given by, or at the direction of, the person authorized to call the meeting, to each Active Member and Associate Member in good standing, not less than fifteen (15) days before such meeting. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

Section 4. Adjournment

Adjournment or adjournments of any annual or special meeting may be taken, but any meeting at

which Directors are to be elected shall be adjourned only from day-to-day, or for such longer periods not

exceeding fifteen (15) days each, as a majority of the members present in person shall direct, until such

Directors have been elected.

Section 5. Quorum for the Transaction of Business

A members' meeting duly called shall not be organized for the transaction of business unless a quorum is present. Five (5%) percent of the Active and Associate Members in good standing shall constitute a quorum at all meetings of the Corporation.

Section 6. Lack of Quorum

If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of Directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in this Article IV, shall nevertheless, constitute a quorum for the purpose of electing Directors.

Section 7. Rules of Order

The most current version of Robert's Rules of Order shall govern all meetings.

Article V - Elections and Voting

Section 1. Elections

Elections of members of the Board of Directors shall be conducted by an Election Slate and Ballot (print, fax, or electronic) sent to the membership by October 31st of each year.

Section 2. Eligibility to Vote

Active and Associate Members who have paid their dues and are in good standing shall be entitled to vote for all members of the board.

Section 3. Production of Records on Member's Request

Upon request of a member, the books or records of membership must be produced at the annual or any general meeting of this Corporation. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such book or records to be members may vote except as herein elsewhere provided.

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PLNA Bylaws June 14, 2012

Section 4. Number of Votes per Member

Every Active and Associate Member shall be entitled to one (1) vote, except that representation for voting purposesshall be limited to one designated individual for each member firm, Corporation or partnership, which shall have one (1) vote.

Section 5. Nominating Committee

(a)It shall be the responsibility of the members of the Nominating Committee to present a slate of candidates for members on the Board of Directorsto the corporate headquarters in the form of a ballot for voting by members in accordance with these bylaws based on their competency to govern the Association’s affairs.

(b)It shall also be the responsibility of the Nominating Committee to encourage and select candidates for the Boardand to review and recommend changes to the process as needed to enhance the quality and future viability of the Board of Directors.

(c)The Nominating Committee shall consist of three members of the Board of Directorsappointed by the Board Chair and two persons nominated by the Nominating Committee and elected by the membersfor staggeredtwo-year terms. Those elected by the members may serve one successive term on the Nominating Committee.

(d)Vacancies created in midterm shall be filled by appointment of the Board Chair to serve out the remainder of that term.