BY-LAWS of HEARTLAND PYROTECHNICS ASSOCIATION, INC.

ARTICLE I NAME

The name of the Association shall be the Heartland Pyrotechnics Association, Incorporated also referred hereinafter as the “Association”. The Association is incorporated under the general Not-For-Profit Corporation Act of the State of Indiana.

ARTICLE II PURPOSE

The purpose of the Association as enumerated in the articles of Incorporation is to:

1. Promote the safe and sane display and use of pyrotechnics.

2. Encourage the display of public and private pyrotechnics in conjunction with local and national holidays and patriotic events.

3. Promote the production and sale of high quality pyrotechnics.

4. Channel the creative energies of talented people into the design, production and display of high quality pyrotechnics by example of the membership thru the sharing of knowledge.

ARTICLE III POWERS AND LIMITATIONS

Section 1 - Non Profit Status.

The Association shall be organized and operate on a not-for-profit basis in compliance with all applicable and federal tax codes.

Section 2 - Revenues.

The Association is empowered to assess and collect reasonable dues and fees to cover the costs of its operations and other services provided to members, including limited surcharges where necessary to cover general operating costs.

Section 3 - Property.

The Association is empowered to acquire such equipment, supplies and facilities as are necessary to fulfill the purpose of the Association.

Section 4 - Commercial Endorsements.

The name Heartland Pyrotechnics Association Incorporated shall not be associated with any other enterprise or business. No member shall participate in or assist in the promotion of a commercial enterprise which in any manner implies said Association sponsorship or endorsement, except that a member in good standing may state the fact of said Association membership in advertising or promotional literature.

Section 5 - Prohibition of Political Contributions.

The Association, its committees, subdivisions, officers, directors, employees and agents shall make no contribution to or endorsement of any political party, campaign candidate or political committee on behalf of the Association.

Section 6 - Publications.

The Association may publish such publications as the Board approves for circulation amongst the members as a part of membership benefits or for a reasonable fee.

Section 7 - Safety Guidelines.

All Association activities and events shall be conducted in strict compliance with the Association Safety Guidelines then in force.

ARTICLE IV MEMBERS

Section 1 - Member Eligibility.

Any member may be admitted to the Association provided, that said person shall have paid membership fees, meets requirements as set forth by the Articles of incorporation, the By-Laws or any and all rules and regulations adopted by the Board of Directors concerning qualifications of members, and has reached the age of twenty-one (21) years.

Section 2 - Membership Certificates.

The Association shall cause to be issued to each member in good standing, a Certificate of Membership in such form as may be approved by the Board of Directors, but neither Membership, nor the Certificate thereof, shall be assigned or assignable by said Member.

Section 3 - Voting.

The voting rights of all members shall be equal and each member shall be entitled to one vote.

Section 4 - Termination of Membership.

All rights and privileges of membership in the Association shall cease as of the date of the member’s resignation, expulsion or expiration of dues.

Section 5 - Resignation.

Any member may resign at any time by submitting a written statement of resignation to the secretary of said Association. Resignation shall be effective as soon as received by the Association Secretary. No refund of dues shall be made for the remainder of the membership period.

Section 6 - Expulsion.

Any member who knowingly violates these By-Laws, or any of the provisions there of, shall be subject to expulsion as a member of the Association. Expulsion shall be determined by a majority vote of the whole Board of Directors after review or hearing of the facts and circumstances material to such a decision.

Section 7 - Suspension.

Upon its own motion or upon a complaint in writing, signed by ten members of the Association in good standing, charging any member with violation of these By-Laws or conduct adversely reflecting upon the Association, The Board of Directors may, by vote of a majority of the whole board, order the suspension of such member and suspend said member’s Certificate of Membership.

Section 8 - Non Payment of Dues.

Although rights and privileges of the Association terminate upon expiration of dues, the listing of a member in the roles of the Association may terminate 30 days after the date of normal membership renewal.

Section 9 - Member Liability.

Members shall not be liable for the debits of the Association, except to the extent of any unpaid portion of their respective membership dues.

Section 10 - New Membership Probationary Period.

New members will be subject to a probationary period for one year and can be dismissed for any reason during that time by a majority vote of the board. This dismissal process can be started internally by a board member or by a signed petition requesting the removal of a member by ten or more members of the general membership, initiating the board to take a vote.

ARTICLE V DUES

The annual dues for membership in the Association shall be fixed by the membership. Any proposed change in dues shall be voted upon by the Association Members and approved by the Board of Directors.

ARTICLE VI BOARD OF DIRECTORS

Section 1 - Powers.

The corporate powers and authority of the Association shall be vested in and executed by a Board of five (7) Directors, which shall be made up of the President, Vice-President, Second Vice-President, Secretary, Treasurer, Financial Secretary and Third Vice President. *

Section 2 - Qualification.

Each member of the Board of Directors must be a member in good standing in the Association.

Section 3 - Installation.

The officers shall serve as Board of Directors for a term concurrent with their term as an officer. The Directors shall take office immediately after election, and shall serve their respective terms, unless sooner removed, or until respective successors are elected and qualified.

Section 4 - Vacancies.

In the event of a vacancy on the Board of Directors, the remaining Directors shall appoint by majority vote, a member to fill the vacancy until the next Annual Meeting of the membership, at which time a Director will be elected to the remaining un- expired term, if any, of said vacancy.

Section 5 - Removal.

Each member of the Board of Directors must be a member in good standing in the Association. Lapse of membership in or expulsion from the Association terminates the term of the office of the member and triggers the vacancy provisions of this Article as to that Board seat.

ARTICLE VII OFFICERS

Section 1 - Qualification.

The officers of the Association shall consist of a President, Vice-President, Second VicePresident, Secretary, Treasurer, Financial Secretary and Third Vice President. The Board of Directors may provide for assistant officers or acting officers as they may deem necessary and they may delegate certain functions to paid staff members.

Section 2 - Election and Term of Office.

Seven officers shall be elected to a two year term from the membership of the Association at the Annual Meeting. The President, Secretary, Second Vice-President, and Financial Secretary being elected concurrently and the Vice-President, Third Vice President and Treasurer being elected concurrently the following year. (To initially fill all Association offices, all officers will be elected with the Vice-President, and Treasurer serving one year terms.) These Seven officers will comprise the Board of Directors of the Association

Section 3 - President.

The President shall be the principal executive officer of the Association and subject to the Board of directors, shall supervise and control all business of the Association. The President shall, when present, preside at all meetings of the members, and the Board of Directors. The President shall, in general, perform the duties incident to the office of President and such other duties as may be prescribed by the By-Laws or the Board of Directors may direct.

Section 4 - Vice-President.

The Vice-President shall perform the duties of the office of the President in the absence of the President or in case of physical or mental inability to act, and shall have such other powers and shall perform such other duties as the Board of Directors shall, from time to time prescribe.

Section 5 - Second Vice-President.

The Second Vice-President shall assist the President by performing those duties appointed by the President and with the approval of the Board of Directors.

Section 6 - Secretary.

The Secretary shall keep written minutes of the meetings of the members, the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with these By-Laws; keep a register of the members of the Association with their Post Office addresses; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time assigned by the President or by the Board of Directors.

Section 7 - Treasurer.

The Treasurer shall collect all dues and assessments from the members; have custody of the funds of the Association; keep accurate records of all such funds making disbursements therefrom in accordance with the order of the Board of Directors, and in general, perform all the duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board of Directors.

Section 8 - Vacancies.

In the event of any vacancies in any office, the Board of Directors shall appoint an officer to fill such vacancy until the next Annual Meeting of the membership.

Section 9 - Removal.

Any complaint against any of the Officers alleging neglect or unfaithful performance of their duties, shall be made in writing, signed by three members in good standing, and addressed to the President (excepting as to any complaint against the President, in which event any such written complaint should be addressed to the Vice-President). The complaint shall be presented by the President (or by the Vice-President if applicable) to the Board of Directors at its next Regular Meeting or at any Special Meeting called for that purpose. The Board of Directors shall determine by a majority vote whether the complaint shall be dismissed or presented at a Special Meeting of the Association.

ARTICLE VIII COMMITTEES

Section 1 - Standing Committee.

The Board of Directors may appoint standing committees, consisting of such Directors or Members and for such terms and with such powers and duties as it shall in its discretion determine.

Section 2 - Special Committees.

The Board of Directors or the President may from time to time appoint Special Committees of three or more Directors or Members for the performance of such duties and with such powers as may be prescribed and lawfully delegated to them.

ARTICLE IX MEETINGS

Section 1 - Members Meetings.

The President or designated alternate shall preside at all Members Meetings. The Secretary shall keep the minutes of the Members Meetings.

Section 2 - Annual Membership Meeting.

There shall be one (1) Annual Meeting for the election of Association Officers. The Annual Meeting may be held in conjunction with a Members Meeting. Time and place of the Annual Membership Meeting may be designated by the membership approvable by the Board of Directors.

Section 3 - Directors’ Meetings.

The Board of Directors shall meet at least once each year. The Board of Directors shall meet immediately after each election at the Annual Membership Meeting for the transaction of any business. The board may meet at such time and place thereafter as shall from time to time be determined.

Section 4 - Standing and Special Committees.

Standing and Special Committees shall meet from time to time as deemed necessary.

Section 5 - Notice.

Notice of the time and place of the Annual Membership Meeting Shall be given to all members by publishing notice thereof.

Section 6 - Conference Call.

The Board of Directors may designate by resolution those meetings which will be conducted in person or by telephone conference call. The business of the Association’s Standing and Special Committees may be conducted by conference call.

Section 7 - Quorum.

A majority of the Board of Directors shall be necessary to and shall Constitute a quorum at such Regular or Special Meeting of the Board of Directors. There shall be no quorum required for meeting of other Association committees or the Members Meeting.

Section 8 - Proxy Voting.

An Officer or Director may delegate by written declaration another Officer of Director as said Officer’s or Director’s proxy, with no restrictions at any meeting said officer cannot attend.

ARTICLE X - FUNDS.

Section 1 - Funds.

All monies belonging to the Association shall be deposited in such bank or banks as shall be designated as official depositories by the Board of Directors.

ARTICLE XI AMENDMENTS

Section 1 - Amendments.

These By-laws may be altered or amended by a two-thirds (2/3) vote of the current membership present at the annual meeting, provided a minimum of 25% of the membership is present at the meeting. Such alterations or amendments shall be considered provided the following. Alterations or amendments have been sent by mail or electronic means to the HPA Secretary one hundred twenty (120) days in advance of the meeting. A PDF or otherwise common electronic copy (e-mail) of the proposed alterations or amendments shall be submitted to facilitate distribution to the members. The secretary will forward a copy of the proposed amendment to the other HPA board members. A notice will be mailed by the HPA secretary or his designee to each current member at least 90 days in advance of the annual membership meeting using the current address on file. The notice will contain: The current by-law  The proposed change exactly as it will be written The date, time and location which the proposed amendments are to be presented for adoption. A motion for adoption will be made at the scheduled meeting and if seconded, opened for discussion. Amendments to the proposal before it’s put to a vote can clarify the proposed bylaw amendment but not

ARTICLE XII DISSOLUTION

Section 1 - Dissolution. Upon the dissolution of the Association, its assets shall be transferred to such charitable organizations as the Board shall designate, which qualify as tax exempt under the Internal Revenue Code, or corresponding provisions then in effect.