READYREFERENCE |OVERVIEW SEC TION 6 — Special Meetings of the Members Special meetings of the members may be called at any time by a majority of the Directors acting with or without a meeting the Board Chair or upon the written request of not less than one percent (1%) of the members being assigned to no fewer than ten (10) different sections, for any purpose or purposes prescribed in the notice of the meeting, and shall be held at such place or manner, on such date and at such time as the Board Chair may fix. Business transacted at any special meeting of the members shall be confined to the purpose or purposes stated in the notice of meeting. SEC TION 7 — Notice for Meetings of the Members The Secretary shall provide notice to all members not less than thirty (30) days and not more than ninety (90) days before the date of the meeting. Notice shall include instructions for attending by use of telecommunications equipment. SEC TION 8 — Use of Telecommunications Equipment Members who are not physically present may attend meetings of the members by use of telecommunications equipment. SEC TION 9 — Quorum At all meetings of the members the presence of at least one percent (1%) of the members being assigned to no fewer than ten (10) different sections, shall constitute a quorum for the transaction of business. If a quorum is present, a majority of the members present shall determine any matter, unless a different vote is required by statute, by the Articles of Incorporation, or by these Bylaws. ARTICLE III: DIRECTORS SEC TION 1 — Powers and Duties The property, affairs, and business of the Corporation shall be managed and controlled by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by the Nonprofit Corporation Laws of the State of Ohio, the Articles of Incorporation, or these Bylaws. The Board of Directors may delegate to the Executive Committee or other Officers respon- sibility for management of the Corporation consistent with any policies established by the Board of Directors. SEC TION 2 — Composition of the Board The Board of Directors shall be composed as follows: Ñ No less than fifteen (15) Directors at Large. To be eligible, a candidate must be a current member at the time of their nomination and retain membership throughout their term as Director. Ñ The Chair, the President, and the Vice President. Ñ The Immediate Past Chair, who serves as an ex officio voting Director. Ñ The President of ASNT Certification Services LLC, who serves as an ex officio voting Director. Ñ The Executive Director, who serves as an ex officio nonvoting Director. Directors shall hold office until the end of their terms, or until their earlier resignation or removal. SEC TION 3 — Election of Directors and Terms The Voting Members shall elect five (5) Directors at Large each year in accordance with policy. Director at Large terms shall be three (3) years commencing on 1 July. Individuals may serve multiple terms, with no more than two (2) terms being consecutive. SEC TION 4 — Meetings Ñ The Board of Directors shall meet no less than twice annually, on such dates and times as may be fixed by the Chair, for the purpose of transacting such business as may be brought before the meeting. Ñ The Chair may call additional meetings of the Board of Directors on such dates and times they decide, provided notice of not less than seven (7) days is given to all Directors. Ñ A majority of Directors may call a meeting of the Board of Directors on such date and time they decide, provided notice of not less than seven (7) days is given to all Directors. Ñ The Board of Directors may meet through telecommunications equipment at the discretion of the Chair. SEC TION 5 — Quorum At any meeting of the Board of Directors, a majority of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of all business. For the purposes of determining quorum the Executive Director shall not be counted. SEC TION 6 — Voting An affirmative vote of a majority of Directors present at a meeting of the Board of Directors at which a quorum is present, shall be sufficient to take or authorize action, unless the concur- rence of a greater proportion is required for such action by State law, the Articles of Incorporation, or these Bylaws. Each Director shall have one (1) vote, and proxy votes shall not be permitted. The Board Chair may vote at their discretion. The Executive Director shall not vote, but may make motions, submit resolutions, and engage in the Board’s deliberations. SEC TION 7 — Action Without a Meeting Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board of Directors. 8 M A T E R I A L S E V A L U A T I O N • R E A D Y R E F E R E N C E 2 0 2 2 -2 0 2 3 2302 ReadyReference Pages.indd 8 1/30/23 7:45 AM

OVERVIEW |READYREFERENCE SEC TION 8 — Removal An elected Director may be removed for cause by an affirma- tive vote of two-thirds (2/3) of the Directors then in office. The Director being considered for removal shall not participate in the voting. SEC TION 9 — Resignation Any Director may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the accep- tance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective. SEC TION 10 — Vacancies The Board of Directors may fill vacancies among Directors at any time by appointment. A Director appointed to fill a vacancy shall hold office for the unexpired term of his or her predecessor. SEC TION 11 — Compensation Directors, other than the Executive Director, shall receive no compensation. Compensation shall be as defined in Ohio Code section 1702. ARTICLE IV: OFFICERS SEC TION 1 — Officers The Officers of the Corporation shall be the Board Chair, the President, the Vice President, the Secretary, the Treasurer, and the Executive Director. SEC TION 2 — Status as Directors The Board Chair, the President, and the Vice President concur- rently serve as Directors, and hold all the rights and duties accorded to Directors. Secretary and Treasurer appointees are not Directors, unless the appointees are concurrently Directors at Large. SEC TION 3 — Election, Succession, Appointment, and Terms of Officers The Vice President shall be elected from among the Directors at Large by the Board of Directors to a term of one (1) year commencing on 1 July. Past Chairs of the Board are ineligible for election as Vice President. Upon completion of their term, the Vice President shall succeed the President for a term of one (1) year. Upon comple- tion of their term, the President shall succeed the Board Chair for a term of one (1) year. Upon completion of their term, the Board Chair shall succeed the Immediate Past Chair for a term of one (1) year. The Secretary and Treasurer shall be appointed by the Board of Directors in accordance with policy. SEC TION 4 — Duties The Officers’ duties shall be as determined by the Board of Directors and specified in policy. SEC TION 5 — Removal Officers may be removed for cause by an affirmative vote of two-thirds (2/3) of the Directors then in office. The Officer being considered for removal shall not participate in the voting. SEC TION 6 — Resignation Any Officer may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the accep- tance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective. SEC TION 7 — Vacancies The Board of Directors may fill Officer vacancies at any time by majority vote. Selectees shall serve the unexpired term of his or her predecessor. ARTICLE V: COMMITTEES SEC TION 1 — Committees of the Board The Board of Directors may designate and appoint one (1) or more committees of Directors, which to the extent provided in said resolution, may have and exercise the authority of the Board of Directors in the management of the Corporation except as restricted by law, the resolution creating the committee, the Articles of Incorporation, or these Bylaws. SEC TION 2 — Executive Committee There shall be an Executive Committee composed of the Board Chair, the President, the Vice President, the Secretary, the Treasurer, and the Executive Director. In the event the Secretary or Treasurer are not Directors, they shall serve as nonvoting members of the committee. The Executive Director shall serve as a nonvoting member of the committee. When the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the powers of the Board of Directors, except to the extent, if any, that such authority shall be limited by law, the Articles of Incorporation, or these Bylaws. The Executive Committee may not (a) approve, revise, or waive these Bylaws (b) remove, elect, or appoint Officers or Directors (c) appoint or terminate Committees of the Board (d) hire or terminate the Executive Director (e) establish or dissolve subsidiary corporations or (f) dissolve the Corporation. SEC TION 3 — Councils, Committees, Task Forces, Advisors, or Working Groups The Board of Directors may designate and appoint standing or ad hoc councils, committees, task forces, advisors, or working groups at its discretion. These bodies shall not be delegated responsibilities or authorities of the Board of Directors, and appointment to them is not limited to members. R E A D Y R E F E R E N C E 2 0 2 2 -2 0 2 3 • M A T E R I A L S E V A L U A T I O N 9 2302 ReadyReference Pages.indd 9 1/30/23 7:45 AM