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

READYREFERENCE |OVERVIEW ARTICLE VI: INDEMNIFICATION To the fullest extent permitted by Ohio state law, any current or former Director or Officer of the Corporation, or other such persons so designated in the discretion of the Board of Directors, shall be indemnified (including advances against expenses) by the Corporation against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any actual and threat- ened action, suit, or proceeding to which any such person may be made a party by reason of his/her being or having been such a Director or Officer. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of related expenses, to any employee or agent of the Corporation to the extent permitted by Ohio state law. No indemnification or advance against expenses shall be approved by the Board of Directors or paid by the Corporation until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance. ARTICLE VII: AMENDMENTS AND REVISIONS SEC TION 1 — Proposals to Amend or Revise the Bylaws Any voting member, Officer, or Director may propose to amend or revise these Bylaws in writing to the Secretary at least forty-five (45) days prior to a meeting of the Board at which the proposal is considered. By the affirmative vote of a majority of the members of the Board, the Secretary shall publish a Notice of Intent to Amend or Revise the Bylaws, which contains a detailed description of the amendment or revision and supporting rationale, and instructions for submitting questions and comments. Members shall have no less than sixty (60) days to submit questions and comments, to which the Secretary shall respond, and to which the Board of Directors shall consider, prior to any Board of Directors vote to adopt the amendment or revision. All questions, comments, and responses shall be published on ASNT’s member website for transparency purposes. The Board Chair shall conduct a special meeting of the members in accordance with Article II: Members prior to any Board of Directors vote to adopt the amendment or revision to allow members to question or comment on the proposal. The amendment or revision shall be adopted upon the affir- mative vote of at least two-thirds (2/3) of the Directors in office, not including the Executive Director. Unless the proposal stipulates an effective date, proposed amendments or revisions to these Bylaws shall take effect upon adoption by the Board of Directors as provided herein. SEC TION 2 — Petitions to Amend or Revise the Bylaws Any group of at least one percent (1%) of the members assigned to no fewer than ten (10) different sections may peti- tion to amend or revise the Bylaws in writing to the Secretary. The petition shall include a detailed description of the amend- ment or revision and supporting rationale. The Secretary shall publish the Petition to Amend or Revise the Bylaws, which contains a detailed description of the amend- ment or revision and supporting rationale as provided by the petitioners, and instructions for submitting questions and comments. Members shall have no less than sixty (60) days to submit questions and comments, to which the petitioners and the Secretary shall respond, prior to a petition ballot being published to the members. All questions, comments, and responses shall be published on ASNT’s member website for transparency purposes. The Board Chair shall conduct a special meeting of the members in accordance with Article II: Members prior to a peti- tion ballot being published to allow the petitioners to present the petition to the members, and for members to question or comment on the petition. The Secretary shall issue a petition ballot to the members, which shall allow no less than thirty (30) days to record votes, and which shall be adopted upon the affirmative vote of at least two-thirds (2/3) of the votes recorded. Unless the petition stipulates an effective date, petitioned amendments or revisions to these Bylaws shall take effect upon adoption by the members as provided herein. ARTICLE VIII: DISSOLUTION The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the members that is consistent with the Articles of Incorporation and with Ohio state law. ARTICLE XI: MISCELLANEOUS SEC TION 1 — Fiscal Year The fiscal year of the Corporation shall begin on 1 July and end on 30 June of each year. SEC TION 2 — Books and Records The Corporation shall keep at its office correct and complete books and records, in accordance with the requirements of Ohio state law. SEC TION 3 — Construction In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall take precedence. 10 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 10 1/30/23 7:45 AM