Full Membership Qualifications and Requirements
Any distributor of recycled electrical power equipment and apparatus in the United States, its territories or possessions, who in the judgment and determination of the Board of Directors qualifies for membership as hereinafter defined may become a full member. To be so qualified, a distributor must be a firm or corporation

1) which owns, maintains and warehouses a stock of recycled electrical power equipment and apparatus, the net value of which is not less than Three Hundred Fifty Thousand Dollars ($350,000) not including any consigned stock;

2) and whose annual sales are not less than One Million Dollars ($1,000,000); and

3) whose sales to affiliated or allied persons, firms or corporations or the officers or employees thereof do not constitute a significant percentage of total sales; and a majority of whose sales are at wholesale to dealers for resale, to electrical contractors, to railroads, to federal, state and municipal governments, to public utilities, to industrial companies which have electrical maintenance departments, to manufacturers requiring electrical materials in the fabrication of their products and to other customers and recognized buyers at wholesale of recycled electrical power equipment and apparatus; and

4) which maintains a selling organization trained to promote, specify and quote sales at wholesale of recycled electrical equipment and apparatus, and to handle all phases of service to customers efficiently; and

5) which extends credit to buyers upon reasonable terms; and

6) which has been actively engaged in business as a distributor, qualified for regular membership in all other respects for a period of not less than two (2) years; and

7) which has purchased and maintains product liability insurance coverage, the minimum acceptable policy being of the claims made in the amount equal to their annual sales but not less than Two Million Dollars ($2,000,000; and

8) which will maintain test equipment, in current calibration, of types and sizes as prescribed in the technical requirements reference, necessary to assure the safe applications and operation on any electrical materials sold; and

9) which will maintain and adhere to test, quality assurance, and documentation procedures as prescribed in the PEARL reconditioning standards necessary to assure the safe applications and operation of any electrical materials sold; and

10) which will abide by the PEARL Code of Business Practice for the purpose of elevating the levels of cooperation between members-, their customers and vendors; and to insure the level of consistent quality of customer service promised by PEARL members.

Service Organization Membership Qualifications and Requirements
Any Service Company that reconditions electrical power equipment and apparatus in the United States, its territories or possessions, who in the judgment and determination of the Board of Directors qualifies for membership as hereinafter defined may become a Service Organization member. To be so qualified, a Service Company must be a firm or corporation

1) Which has an annual sales are not less than One Million Dollars ($1,000,000); and

2) whose reconditioning services to an affiliated or allied persons, firms or corporations or the officers or employees thereof do not constitute a significant percentage of total revenue of reconditioning services; and a majority of whose revenues result from sales to electrical contractors, to railroads, to federal, state and municipal governments, to public utilities, to industrial companies which have electrical maintenance departments, to manufacturers requiring electrical materials in the fabrication of their products and to other customers that require the need for reconditioning services of electrical power equipment and apparatus,

3) which maintains a shop facilities and trained technicians to promote, specify and quote reconditioning of electrical equipment and apparatus, and to handle all phases of service to customers efficiently; and

4) which extends credit to buyers upon reasonable terms; and

5) which has been actively engaged in business reconditioning electrical equipment, qualified for regular membership in all other respects for a period of not less than two (2) years; and

6) which has purchased and maintains product liability insurance coverage, the minimum acceptable policy being of the claims made in the amount equal to their annual sales but not less than Two Million Dollars ($2,000,000).

7) which will maintain test equipment, in current calibration, of types and sizes as prescribed in the technical requirements reference, necessary to assure the safe applications and operation on any electrical materials being reconditioned; and

8) which will maintain and adhere to test, quality assurance, and documentation procedures as prescribed in the PEARL reconditioning standards necessary to assure the safe applications and operation of any electrical materials reconditioned; and

9) which will abide by the PEARL Code of Business Practice for the purpose of elevating the levels of cooperation between members-, their customers and vendors; and to insure the level of consistent quality of customer service promised by PEARL members.

Rights of Membership
1) Voting Members:
Members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, members shall have al! rights afforded members under the California Nonprofit Mutual Benefit Corporation Law. If the corporation is dissolved, voting members shall receive a pro rata distribution of all assets exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the corporation and provision for any other payment required under applicable law,

2) Individual Delegates of Members:
Each member shall be entitled to designate an individual as its delegate for voting purposes in the affairs of the corporation and one alternate delegate to act in the latter's absence. Delegates and alternate delegates shall be either partners, officers or department heads of the member whom they represent.

3) Attendance and Voting at Meetings:
Members and their employees shall be entitled to attend all meetings of the corporation provided, however, that at such meetings each such member shall have but one vote which shall be cast by its designated delegate or alternate, and provided further that attendance fees shall be payable only as set forth by the Board of Directors of the Corporation.

4) Honorary Life Membership:
In recognition of long and meritorious service to the corporation, the Executive Committee of the Board of Directors shall have the power and discretion to grant honorary life memberships to duly accredited individual representatives of members upon their retirement from active participation in the electrical recycling industry and for so long as such retirement continues. Such membership shall not be subject to payment of any fees, dues or assessments and shall entitle the recipient to attend all general meetings. However, such membership shall not entitle the recipient to vote on any corporation matter or to receive any of the fees and allowances or to share in the assets of the corporation upon dissolution.

5) Service Organization Members
The Company may also have a voting class of persons or entities designated as service organization members. A service organization is an entity whose interests are closely identified with those of the industry and PEARL and includes entities which recondition electrical products for industry but do not otherwise meet the inventory qualifications for full membership. Membership eligibility in this class shall be determined and approved by the Board of Directors and successfully pass a site inspection. Service organizations may enjoy all of the rights and privileges of full members. 6) Associate Members:
Companies who have applied for full membership, but have not yet met all the requirements and been site certified or who do not wish to be full members. A company is anyone engaged in the reselling or repair of electrical components that reconditions, tests, repackages or otherwise. Companies must join as associate members. Associate members do not have the use of the PEARL logo in any manner or the PEARL Seals or Stamp and do not have access to all the technical resources. Associate membership is intended to be a transient membership while site inspections are being processed or member is achieving the PEARL membership requirements.

7) Affiliate Members:
The corporation may also have a nonvoting class of persons or entities designated as affiliate members. An affiliate is a person or entity whose interests are closely identified with those of the industry and PEARL and includes persons or entities which deliver products or services to the electrical industry or which deliver electrical products or services to industry but do not otherwise meet all of the qualifications for full membership. Membership eligibility in this class shall be determined and approved by the Board of Directors. Affiliates may enjoy all of the rights and privileges of full members except the right to vote or to display or reproduce the association logo.

8) Other Persons Associated With the Corporation:
The corporation may refer to associate and affiliate classes or other persons or entities associated with it as "members" even though such persons or entities are not voting members as set forth in Section 1 (d) of these bylaws, and no such reference shall constitute anyone a member within the meaning of Section 5056 of the California Corporations Code unless that person or entity shall have qualified for such a voting membership under Section 1 (b) of these bylaws. References in these bylaws to members shall mean members as defined in Section 5056 of the California Corporations Code i.e. full members as set forth in Section 1 (a) of these bylaws. By amendment of its articles of incorporation or of these bylaws, the corporation may grant some or all of the rights of a member of any class, as set forth in these bylaws, to any person or entity that does not have the right to vote on any of the matters specified in Section 1(d) of these bylaws, but no such person or entity shall be a member within the meaning of Section 5056 of the California Corporations Code.

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