BY-LAWSOF THE

LOCKSMITH SECURITY ASSOCIATION, INC.

ARTICLE L-Name, Emblem, & Colors

Section 1 The name ofthis organization shall be The Locksmith Security Association, Inc.,referred to in these By-laws as the LSA.

Section 2 The emblem of the LSA shall be a rectangle with the letters LSA in block lettersinside the rectangle.

Section 3 The colors of the LSA shall be Red, White and Blue. The background White, therectangle Red, and the letters LSA blue.

ARTICLE II - Purpose & Objectives

Section 1 The purpose of the LSA shall be to bring the locksmith and security specialists intoan organization for mutual benefit, education and growth through the followingobjectives:

a) Help in the exchange of data, information, ideas, knowledge, methods, andtechniques related to the field of security;

b) Establish and maintain a standard of qualification for membership;

c) Work with the manufacturers and distributors of security equipment and suppliestoward a better understanding of our mutual needs and concerns;

d) Establish a uniform code of ethics and to promote and maintain friendlycooperation among all members endeavoring to advance our mutual interests;

e) Conduct trade promotion activities and to cooperate with all organizations relatedto the locksmith and security industry;

f) Engage in other promotional and training activities, from time to time, which areconsidered to be advisable, and to the benefit of LSA Members.

Section 2 Professional Ethic:

Each member of the LSA, by his acceptance and continuance of membership herein,shall be deemed to have subscribed to the following: a member will never engage inany act that would compromise the security of a client or the integrity of the LSA andits members.

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ARTICLE III - Membership

Section 1 Classification

The membership of the LSA shallinclude the following classifications: Active andAssociate.

a) There will be two types of ACTIVE members of equal status and voting rights:(1) Locksmith, and (2) Security Specialist;

1) Membership classification is subject to the review and decision of the Board;2) A person can be eligible for more than one classification;

b) ASSOCIATE members: Associate membership is available to those companiesmanufacturing, distribution and engaged in supplying material, equipment orservices to the locksmith or the security specialist. Associate membership will benon-voting.

Section 2 Eligibility for Membership

No person shall be eligible for membership ifhe or she has been convicted of any crimeinvolving fraud, dishonesty or breach of trust; for using professional skills, training, or expertisein a manner that compromises the safety or security of customers or the general public; fordeceptive or false advertising; for conducting business in a deceptive manner; failure to belicensed or registered in a municipality with such requirement; or for any violation of theseBylaws, the Association's Code of Ethics or any rule of the Association.

For all classes of membership, Applicants shall only be admitted to membership:1. Upon the full and accurate completion of a membership application,2. Shall meet the qualifications of the class of membership applied for,3. Upon the approval ofa majority of the Active Members present at the meeting atwhich the vote is taken,4. Certification by the applicant that he, she or it meets the relevant membershipcriteria and5. Payment of applicable dues.

If the application is not approved, the Secretary shall notify the applicant that there must be a six-month lapse of time before a new application can be made.

An applicant shall meet the following qualifications to be considered for Membership:1. The applicant shall not fall within the terms that would automatically disqualify

for membership.2. The applicant shall be in one or more ofthe following categories:

a. Individual registered as a Locksmith in his state of business,b. Full or part time employed as a locksmith,c. Retired locksmith,

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d. Student attending a recognized locksmith school,e. Employee of a Locksmith,f. Employee of an LSA Associate Member, org. Individual working indirect connection with another LSA member.

Membership may be terminated if any act by the member shall violate any requirement formembership, or they no longer hold a position in the qualifying category of membership.

Termination by action of the Board of Directors shall be by at least a two-thirds vote at a meetingof the Board of Directors; provided, however, that prior to any such action, the member involvedshall be given due notice and shall be entitled to a hearing before the Board of Directors. Anymember who is terminated by the Board has the right to appeal the decision to the membership.

ARTICLE IV - Organizational Structure

Section 1 The affairs ofthe LSA shall be governed by a Board of Directors who shall beempowered to supervise, control and direct the affairs of the LSA.

Section 2 The Board shall be composed of the following elected officers: President, Secretary,Treasurer, and Sergeant-at-Arms. The five (5) immediate past presidents, who havecontinued as paid members of the LSA, shall also serve on the Board. The foundingChairman of the LSA shall continue as a board member.

Section 3 Standing Committees

There shall be four (4) standing committees, each headed by a chairman appointed bythe President, with the approval of the Board, to aid in the organizational affairs ofthe LSA. The standing committees shall be: Membership, Education, PublicRelationslNewsletter, and Program Activities. Ad hoc committees may be formed,from time to time, at the discretion of the President with Board approval.

ARTICLE V - Officers & Directors

Section 1 Officers

The elected officers of the LSA shall consist of a President, Vice President, Secretary,Treasurer, and Sergeant-at-Arms, who shall be elected by a majority vote of theactive membership of the LSA present at the election meeting. They shall then takeoffice at the conclusion of the June meeting of the LSA, following their election.

Section 2 Term of Office

All officers shall be elected to serve a two (2) year term of office and shall be eligiblefor re-election for no longer than four (4) consecutive years in anyone office.

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Section 3 Additional Members of the Board of Directors

a) The five (5) iminediate past presidents who continue active membership in theLSA without break, shall serve of the Board;

b) To serve on the Board, past presidents and other board members must be currentwith dues paid no later than the start of the October membership meeting eachyear;

c) When there are fewer than five past presidents serving on the Board, the Presidentshall appoint, with the approval of the Board, a member or members of the LSAto fill any vacancy that may occur.

Section 4 Vacancies

The President with recommendation and approval of the Board shall fill vacancies inelective positions occurring between election meetings by reason of removal,resignation, incapacity, or death.

A vacancy in the office of President between election meetings by reason of removal,resignation, incapacity or death shall be filled in the following order of succession: I)Vice President, 2) Secretary, 3) Treasurer, and 4) Sergeant-at-Arms.

ARTICLE VI - Elections

Section I The election of officers shall be held biannually on the even numbered years at theMay membership meeting of the LSA, at a time and place designated by the Board.

Section 2 At least five (5) days written notice shall be given to all active members, sent to theiraddress of record.

Section 3 Ballots shall be prepared and distributed at the election meeting by the chairman ofthe Public Relations Committee.

ARTICLE VII - Duties of Officers

President:

a) Preside at all meetings.b) Sets the agenda for the meetings.c) Co-signs all checks of the LSA issued by the treasurer.d) Signs all contracts and all official documents representing the LSA in legal

endeavors approved by the Board.e) Recognizes guests appearing at the General Membership meetings and other formal

functions of the LSA.f) Appoints committee chairmen as the need arises.g) Responsible for other general matters concerning the affairs of the LSA.

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Vice President:

a) Performs all the functions and duties of the President in the absence of the President.b) Aids in and coordinates functions of all committees.c) Acts as the Presidents assistant in all matters concerning the affairs of the LSA.

Secretary:

a) Responsible for maintaining full, accurate, and complete minutes of all meetings.b) Responsible for maintaining all documents and records in a current and lawful

manner.c) Receives, maintains and keeps available files of all written reports.d) Follows up all appropriate functions with letters of appreciation where applicable.e) Acquires and maintains stationary and supplies of the LSA as authorized by the

President.f) Responsible for other general secretarial duties of the LSA.g) Maintains a record of all the LSA members, their addresses and other information on

the member as required.

Treasurer:

a) Acts a custodian ofthe funds and securities ofthe LSA and will be responsible formaintaining proper and accurate record of these funds and securities.

b) Responsible for maintaining bank transactions, which includes depositing funds andissuing, checks for the LSA. All checks must bear the President, in addition to thatofthe Treasurer, with the concurrence of the Board.

c) Responsible for disbursement of checks and issuing receipts for the LSA.d) Submit records for yearly audit or as directed by the President to the Board of

Directors.e) Responsible for other general financial matters of the LSA.

Sergeant-at-Arms:

a) Check ID of Members guests and maintain order at meetings of the LSA.b) Notifies President of any guests at the meeting.c) Performs other duties as assigned by the President.

AR TrCLE VIII - Dues

Section 1 Active Members

a) Application for membership shall be submitted on a form prescribed by the Boardand shall be accompanied by a non-refundable application fee;

b) The dues of the LSA shall be determined by the Board and approved by amajority of members of the LSA at a general or special meeting, payable on or

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before the September meeting of the LSA. At the discretion of the Board the duesmay be raised or lowered following approval by a majority of members of theLSA at a general or special meeting. At least five (5) days advanced writtennotice setting forth the amount of the dues increase or decrease, is to be providedto each member at his or her address of record;

c) For new members dues shall be pro-rated. The rate shall be calculated by addingto the application fee, one tenth (1/10) of the annual dues for each remainingmonth in the program year (September through June).

Section 2 Associate Members

The dues of Associate members shall be established by the President with theapproval of the Board.

ARTICLE IX - Duties and Responsibilities of Committees

Section 1 Public Relations / Newsletter Committee

a) Responsible for the promotion and advertisement ofthe LSA.b) Prepares, selects, writes or edits articles of interest to the members of the LSA.c) Responsible for the publication and distribution of the newsletter, LSA TIMES,

which informs the membership of the activities and functions of the LSA.d) Responsible for other general publicity, publication and promotion of the LSA.

Section 2 Education Committee

a) Responsible for selecting and securing the names of specialists and professionalsin the locksmith and security fields, who can provide educational classes orseminars of benefit to the membership of the LSA.

b) Responsible for the preparation of material necessary for educational instructionsand other items of similar general nature.

c) Maintains records of achievement attained by the members of the LSA.d) Issues, with the approval of the Board, Certificates of Achievement to members

who have attained outstanding accomplishments deserving of recognition.e) Coordinate and submit for publication in the LSA TIMES, tricks of the trade

received from LSA members and other outside sources.f) Responsible for researching and reporting to the members new trade products that

could be of beneficial.

Section 3 Membership Committee

a) Responsible for the recruitment of new members.b) Responsible for making a security check of all persons applying for membership

in the LSA.c) Present all completed applications to the Board for approval.d) Greets all guests and is responsible for maintenance of the guest register.

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e) Receives and remits to the Treasurer application fee of new applicants.

ARTICLE X - Meetings

Section 1 General Membership Meetings

The general membership meeting shall be held monthly, (September through June), ata time and place determined by the Board, with at least five (5) days advance noticeto the members of the LSA at their address of record.

Section 2 Special Membership Meetings

The President, with the majority approval of the Board, may call a special meeting ofthe membership with the same notice requirement as contained in Section 1 of thisarticle. The purpose of the meeting shall be specified in the notice.

Section 3 Board Meetings

The Board shall meet from time-to-time, at a time and place determined by the Board.Active members are invited to attend but will have no voice except as determined bythe Board.

Section 4 Quorums

a) General Membership meetings: Twenty-five (25) percent of the active membersor fifteen (15) members, two of whom must be Board members, whichever is less,shall constitute a quorum;

b) Board Meetings: Four (4) members of the Board including at least two (2) officersshall constitute a quorum.

ARTICLE XI - Amendments

The By-laws of the LSA may be amended in the following manner:

Section 1 The proposed amendment shall be presented in writing at least five (5) day before themeeting of the active members of the LSA at their address of record. The presidingofficer at the membership meeting shall schedule the amendments reading as the firstorder of new business.

Section 2 The proposed amendment shall be read, at the instruction of the presiding officer inthe form of a Motion and require a second from the floor of the meeting.

Section 3 The presiding officer shall entertain a Motion to recess for ten (10) minutes to enablethe membership to study the proposed amendment or amendments.

Section 4 After the call to order, following the recess, the presiding officer shall grant the

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author permission to begin the debate which shall include an explanation of the needfor such amending. The debate shall proceed as it would for any question before theassembly.

ARTICLE XII - Governing Rules

Section 1 Any procedure for the general membership meeting not covered by the Constitutionand By-laws will be governed by the Robert Rules of Order, as amended.

Section 2 The procedures at the Board meeting shall be determined by the Board.

Section 3 Removal from Office or Membership.

a) An Officer of the LSA may be removed for malfeasance, misfeasance ornonfeasance, for violation of the Code of Ethics, or for non-payment of dues;

b) A member of the LSA may be removed for violation of the Code of Ethics of fornon-payment of dues;

c) A removal shall be made by a majority vote of the Board of the LSA andthereafter by a majority, ratifying vote of the Membership.

ARTICLE XII - Rules of Adoption

The Constitution and By-laws will be adopted after a three-fourths (3/4) majority affirmativevote of the Assembly at the LSA Membership Meeting.

Any amendment ofthe LSA Constitution and By-laws will be effective after three fourths (3/4)majority affirmation vote of the membership at such meeting as may be held where theamendment or amendments are an agenda item.

Amendments Approved by the Membership 5 / 9 / 2002Reaffirmed after Amendments Approved by the Membership 5 / 12 / 2011

Secretary (Z~ C. ~ate May 12, 2011

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