BY-LAWS of OpExChange

An Informal, Unincorporated Association of Manufacturers

Effective Date: October 19, 2026

PREAMBLE

These By-Laws govern OpExChange (the “Association”), an informal, unincorporated association of eligible manufacturing organizations serving the five regions of South Carolina facilitating statewide peer-to-peer networking of manufacturing organizations to learn from one another, share best practices, and build trusted professional relationships, in coordination with the National Institute of Standards and Technology (“NIST”) or its Hollings Manufacturing Extension Partnership (“MEP”) network. The Association supports learning across all aspects of manufacturing excellence, including Operational Excellence, Lean, leadership, advanced manufacturing, digital transformation, workforce development, quality, safety, sustainability, and other topics that advance the collective success of South Carolina manufacturers. Participation will provide unique opportunities for learning, benchmarking, networking, collaboration, and continuous improvement that benefit both member sites and the manufacturing community as a whole.

The Association is organized, hosted, and administered by the South Carolina Manufacturing Extension Partnership (SCMEP), which provides strategic direction, administrative support, employs the Association’s Coordinator, and serves as the fiduciary agent for the program.

These By-Laws are intended to establish the structure, expectations, and operating norms of the Association and the respective roles of the Organizer, Coordinator, and the Members.

ARTICLE I — NAME

Section 1.1. Name. The name of the association shall be “OpExChange” (the “Association”), or as approved from time to time by the Organizer in consultation with the Members.

Section 1.2. Nature of the Association. The Association is an informal, voluntary, and unincorporated association of independent organizations. Nothing in these By-Laws shall be construed to create a corporation, partnership, joint venture, or other formal legal entity, agency relationship, or fiduciary relationship among or between any Members, or between any Member and the Organizer, except as expressly set forth in Article III with respect to the Organizer’s role as fiduciary agent for program funds.

ARTICLE II — PURPOSE AND MISSION

Section 2.1. Mission. The mission of the Association is to provide a confidential, collaborative forum in which eligible South Carolina manufacturing organizations can openly share knowledge, best practices, tools, and experiences with one another in support of Operational Excellence, continuous improvement, and increased manufacturing competitiveness.

Section 2.2. Objectives. In furtherance of its mission, the Association shall seek to:

• Facilitate regular peer-to-peer exchange among Members regarding operational, quality, safety, workforce, and manufacturing best practices;
• Organize and host plant tours, workshops, roundtables, benchmarking events, and other learning opportunities among Members;
• Support the goals of the NIST Hollings Manufacturing Extension Partnership by strengthening the operational capability and competitiveness of South Carolina manufacturers; and
• Provide a trusted environment in which Members may candidly discuss challenges and solutions without fear of misappropriation of confidential or competitively sensitive

Section 2.3. No Commercial Purpose. The Association is not organized for profit and does not engage in the sale of goods or services. Nothing in these By-Laws shall be construed to permit the Association or any Member to engage in any discussion, agreement, or exchange of information in violation of federal or South Carolina antitrust law, as further addressed in Article XI.

ARTICLE III — THE ORGANIZER

Section 3.1. Designation. South Carolina Manufacturing Extension Partnership d/b/a SCMEP (the “Organizer”) has established and convenes the Association and shall serve in that role unless and until it resigns or is replaced in accordance with these By-Laws. The Organizer shall be a voting member of the Association, with two seats on the Advisory Board.

Section 3.2. Role and Responsibilities.

The Organizer shall:

• Provide overall strategic direction for the Association, including setting the annual calendar of events, proposed programming themes, and long-range priorities, in consultation with the Members;
• Provide administrative support to the Association, including scheduling, meeting logistics, communications with Members, recordkeeping, and coordination of host sites;
• Employ, supervise, and compensate the Association’s coordinator or similar staff position (the “Coordinator”) responsible for day-to-day administration of the Association’s activities;
• Serve as the fiduciary agent for the Association with respect to any collecting and disbursing membership dues, sponsorship funds, events fees, or other monies associated with the Association’s activities, and including accounting and reporting of such funds in accordance with any applicable grant terms, NIST MEP program requirements, and generally accepted accounting practices; and
• Serve as the primary point of contact between the Association and the SCMEP and the NIST Hollings MEP national network.

Section 3.3. Fiduciary Agent for Program Funds. Because the Association is not a separate legal entity capable of holding funds or entering contracts in its own name, the Organizer shall hold, administer, and account for all funds associated with the Association’s activities in a fiduciary capacity for the benefit of the Association and its Members, and shall maintain records of such funds separate and apart from the Organizer’s general operating funds to the extent required by applicable grant or program terms.

Section 3.4. Limitation on Organizer Liability. The Organizer, and its officers, directors, employees, and agents (including the Coordinator), shall not be liable to any Member for actions taken or omitted in good faith in connection with the Association’s activities, except in cases of gross negligence, willful misconduct, or breach of the fiduciary duties described in Section 3.3. Nothing in this Section limits any liability the Organizer may separately owe under a grant agreement, funding agreement, or applicable law.

ARTICLE IV — COORDINATOR

Section 4.1. Coordinator: The Coordinator shall be an ex officio (non-voting) member of the Association and an ex officio (non-voting) member of the Advisory Board. The Coordinator shall have the following roles:

• Maintaining Association by-laws and notify Advisory Board of any potential
• Facilitating Advisory Board meetings:
  • This includes generating and publishing the agenda and any other required material to ensure events are productive.
• Facilitating at least two general membership meetings each calendar year with the Advisory Board.
• Coordinating Advisory Board activities and report on KPIs
• Assisting potential new Members through the application
• Coordinating and recording attendance at Association meetings, events, and other
• Facilitate Association events in collaboration with the Organizer, the Advisory Board, and Member hosts, scheduled based on member interest, educational value, and the availability of suitable hosts, presenters, and facilities.
• Other duties as assigned by Organizer in coordination with the Advisory

Section 4.2. Coordinator Performance. If issues regarding Coordinator’s performance arise, concerns should be provided directly to Organizer, and reviewed and voted on, if necessary, by the Advisory Board.

ARTICLE V — MEMBERSHIP ELIGIBILITY

Section 5.1. Eligible Members. Membership in the Association is open to organizations that satisfy each of the following criteria:

• Industry Eligibility: The organization’s primary business classification shall be eligible for services under the current National Institute of Standards and Technology (NIST) Hollings Manufacturing Extension Partnership (MEP) eligibility guidelines. This generally includes manufacturers and a limited number of other business classifications specifically recognized by the NIST MEP program.
• Commitment to Shared Learning: Organizations must demonstrate a willingness to openly share knowledge, best practices, and experiences with fellow members in support of Operational Excellence. While members are expected to contribute through hosting plant tours, workshops, or other learning opportunities, alternative methods of sharing—including off-site or virtual events—are acceptable when on-site hosting is impractical. Member companies retain the right to limit participation by competitors or other organizations where legitimate competitive or confidentiality concerns exist.
• Participation: Membership is intended to benefit the entire site rather than a single individual. Member companies are expected to encourage participation by employees across functional areas and organizational levels, while maintaining at least one designated primary representative for official communications.
• Operational Excellence: Organizations should demonstrate an ongoing commitment to Operational Excellence and continuous improvement and be willing to share their experiences with other members.
• Benchmarking and Program Improvement: Members shall be willing to provide feedback to Organizer regarding the value and impact of the Association and participate in periodic benchmarking or assessment activities that support continuous improvement of the program.
• South Carolina Presence: Organizations shall maintain a bona fide business presence (e.g., a manufacturing facility, office, or other established operations) within South Carolina. Organizations located in counties immediately adjacent to South Carolina may be considered for membership upon approval by the Advisory Such organizations will be assigned to the most appropriate geographic region.
• Compliance. The organization must be willing and able to abide by these By-Laws, including the participation, confidentiality, and knowledge-sharing provisions set forth in Article VI and the antitrust provisions set forth in Article XI.

Section 5.2. Number of Members. The number of Members shall not be limited.

Section 5.3. Additional Member Sites. Each Member is entitled to include all its Member sites (e.g., manufacturing facilities, offices, or other established operations) in the Association’s regions. See Exhibit A. Manufacturing facilities, offices, or other established operations on the same campus may be considered to be one site membership. See Article IX for dues payments. Only one representative of each Member may be included on the Advisory Board.

Section 5.4. Application and Admission. An eligible organization seeking membership shall submit an application in the form prescribed by the Organizer. The Organizer shall review applications for eligibility and, if the applicant meets the eligibility requirements, shall submit the application to the Advisory Board for consideration. Admission to membership shall require the affirmative vote of at least two-thirds (2/3) of the Advisory Board. The Organizer may recommend that the Advisory Board decline or defer an application where legitimate concerns exist regarding direct competitive conflict with an existing Member, capacity limitations of the Association, or other reasonable business considerations, consistent with Article VI.

Section 5.5. Member Representatives. Each Member organization shall designate one or more primary representatives to serve as the official point of contact for the Association and authorized to participate in Association activities on its behalf. Members are encouraged to designate one or more alternate representatives to help ensure continuity of communication and participation. A Member may change its designated representative(s) at any time upon written notice to the Coordinator.

Section 5.6. Membership Is Non-Transferable. Membership in the Association is specific to the Member organization and may not be assigned, transferred, or sublicensed to any other organization, including any affiliate, subsidiary, or successor entity, without the prior approval of the Organizer.

Section 5.7. Term and Renewal. Membership shall continue on an annual basis (or such other period as the Organizer may establish) and shall be renewed upon payment of the applicable annual membership dues, unless a Member provides notice of withdrawal, is removed, or continued eligibility cannot be confirmed.

Section 5.8. Loss of Eligibility or Removal. A Member that ceases to satisfy the eligibility criteria, or that materially and repeatedly fails to meet the obligations of Article VI, may be removed from membership by majority vote of the Organizer and the Association’s Advisory Board described in Article VII, following reasonable notice and an opportunity to cure or respond.

Section 5.9. Voluntary Withdrawal. A Member may withdraw from the Association at any time upon written notice to the Coordinator. Withdrawal does not entitle the Member to a refund of any dues or contributions already made, except as the Organizer may otherwise determine.

Section 5.10. Membership Privileges; Online Portal Access. Members in good standing are entitled to receive Association communications, publications, and event notifications, and to participate in Association meetings, plant visits, workshops, webinars, benchmarking activities, and other member programs. Employees at each Member site are eligible to access the OpExChange Portal, which serves as the Association’s online knowledge library and collaboration platform. The Portal provides where individuals may review past event content, register for upcoming events, download the online member directory, and access individual learning activity. Registered Portal users will receive the monthly Association newsletter and other communications regarding upcoming events, programs, and member activities. There is no limit on the number of users for a particular site. Individuals may request to be added at the following link:

https://opexchange.com/request-member-access/

ARTICLE VI — MEMBER OBLIGATIONS; COMPETITIVE AND CONFIDENTIALITY PROTECTIONS

Section 6.1. Open Sharing in Support of Operational Excellence. The Association is built upon the active participation and shared experiences of its Members. Members are expected, as a condition of membership, to contribute by sharing knowledge, best practices, and lessons learned through activities such as hosting plant visits, workshops, webinars, roundtable discussions, or other educational opportunities, all subject to the confidentiality and competitive protections described below.

Section 6.2. Hosting Obligations; Alternatives. Each Member is expected to periodically contribute to the Association’s programming by hosting a plant tour, workshop, benchmarking session, or other learning opportunity for fellow Members, on a rotating or as-scheduled basis as coordinated by the Organizer. However, while hosting plant visits or other events at a Member’s facility are encouraged and remain a valued part of the Association experience, it is recognized that some organizations may be unable to accommodate on-site events. In such cases, Members are encouraged to contribute through alternative means, including hosting off-site events, conducting virtual presentations, providing recorded content, or facilitating other sessions as coordinated with the Organizer for the benefit of its members. The Organizer, technical colleges, and/or an outside resource can assist with additional resources and training opportunities.

Section 6.3. Good Faith Participation. Members are expected to participate in Association meetings and events in good faith, to send knowledgeable representatives, and to engage constructively in the exchange of information contemplated by this Article. Members are encouraged to actively participate in Association activities by involving employees from across their organization. The value of membership is greatest when Operational Excellence, quality, engineering, maintenance, leadership, human resources, and other functional areas engage in learning and sharing with their peers.

Section 6.4. Admittance to Events. Nonmember companies may be admitted to Association events, as a guest, at the discretion of the host Member. Participation at events sponsored by Members may be restricted at the discretion of the host Member. Members who wish to bring employees from locations outside of the five geographic regions comprising the Association, may do so as a guest using the slot or slots allocated to them. The host Member and the Coordinator will review all requested attendees and guests to review conflicts of interest and the host Member has the right to refuse admittance to events based upon unavoidable competitive conflicts of interest.

Section 6.5. Inactive Status or Termination. Membership in the OpExChange is intended for organizations that actively engage in and contribute to the network. If a Member site consistently demonstrates an unwillingness to participate in or contribute to the Association, fails to maintain its financial obligations, or otherwise demonstrates an ongoing lack of engagement the Advisory Board may review its membership status and determine whether Inactive Status or termination is consistent with the mission and expectations of the Association.

Section 6.6. Recruitment. Members are not permitted to actively recruit employees from other Members. Any inappropriate recruiting or solicitation activity should be reported to the Coordinator and may be cause for cancellation of membership.

Section 6.7. Protection of Proprietary and Confidential Information. Nothing in this Article requires a Member to disclose proprietary and confidential information, trade secrets, or other information for which disclosure is restricted by law, contract, or the Member’s third-party confidentiality obligations. Members retain full discretion over the specific content of their presentations and disclosures, provided that Members are expected to engage in good faith with the spirit of open exchange. Regardless, it is the intent of the OpExChange that members will share information freely and openly without concern that proprietary or confidential information be disclosed outside the OpExChange membership. OpExChange members thereby agree to treat information received within the Association as confidential and to use it only for their own internal Continuous Improvement purposes. Each Member site hosting an event has the right to require attendees to sign confidentiality statements. Each Member has the right to guard and protect its own confidential or proprietary information with the expectations that Association members will abide by these confidentiality expectations. The Member site host and the Coordinator will review all requested attendees to review conflicts of interest and the host has the right to refuse admittance to events based upon competitive conflicts of interest.

Section 6.8. Right to Limit Participation. Notwithstanding the participation and sharing expectations set forth in this Article, each Member retains the right to limit, condition, or exclude the participation of a specific organization — whether a fellow Member, prospective Member, guest, or other attendee — in a particular event, tour, workshop, or discussion, where the hosting or presenting Member has a legitimate, good-faith concern regarding:

• Direct competitive conflict between the hosting or presenting Member and the organization in question; or
• The confidentiality of proprietary processes, technology, customer information, or other sensitive information that would reasonably be exposed by the organization’s

Section 6.9. Procedure. A Member invoking Section 6.8 shall notify the Coordinator in advance of the relevant event so that appropriate arrangements — such as excluding the specific organization from that event, redacting sensitive materials, or offering an alternative means of participation — may be made. The Organizer shall administer such requests in a manner consistent with the collaborative purpose of the Association and shall not be obligated to exclude an organization from the Association generally based on one Member’s event-specific concern.

Section 6.10. Confidential Treatment of Shared Information. All Members and their representatives shall treat information shared during Association activities — including at plant tours, workshops, and roundtables — as confidential, and shall not disclose such information to any non-Member or use it for any purpose outside the collaborative goals of the Association, unless the disclosing Member consents or the information is or becomes publicly available through no fault of the receiving Member.

Section 6.11. No Recording Without Consent. No Member or representative shall photograph, record, or reproduce proprietary processes, equipment, or materials observed during a plant tour or other Association event without the express prior consent of the hosting Member.

ARTICLE VII — GOVERNANCE; ADVISORY BOARD

Section 7.1. Advisory Board. The Association shall have an Advisory Board composed of representatives of Member organizations, which shall assist the Organizer in shaping programming, evaluating membership matters, and representing Member interests in the direction of the Association. The Advisory Board serves as the advisory body for the Association. Comprised primarily of representatives from member companies, the Board serves as the voice of the membership by providing recommendations and feedback to the Organizer regarding the continued growth and improvement of the program. A quorum for conducting Advisory Board business shall consist of a simple majority of the Advisory Board representatives.

Section 7.2. Composition and Selection. The Advisory Board shall consist of: (i) two non-voting Organizer representatives whose experience and expertise support the continued growth, engagement, and strategic development of the Association, one of which shall be the Coordinator,

(ii) up to two (2) non-voting representatives who are not employed by a Member to serve in an advisory capacity, (iii) five (5) Member representatives, with one from each of the five geographic regions of South Carolina as shown in Exhibit A, and (iv) up to five (5) at-large Member representatives.

Advisory Board representatives shall be selected by simple majority vote of the Members at a regular meeting, each to serve a term of three (3) years and to be eligible for re-election up to a maximum of two (2) terms subject to re-election by the Advisory Board.

Section 7.3. Vacancies. If an Advisory Board position becomes vacant before the expiration of its term, the Advisory Board may solicit and review applications or nominations from qualified candidates to fill the vacancy. The Advisory Board shall make reasonable efforts to maintain representation from each geographic region. If the departing member was the only representative from a geographic region, reasonable efforts shall be made to appoint a qualified representative from that same region. If the geographic region will continue to have at least one representative following the vacancy, the position may be filled by a qualified representative from any geographic region. Appointments to fill a vacant position shall require an affirmative two-thirds (2/3) vote of the Advisory Board. The individual appointed shall serve the remainder of the unexpired term.

If an Advisory Board member becomes unemployed or leaves the Member they represent, they may continue to serve on the Advisory Board for up to one year, subject to approval by the Advisory Board. This transition period is intended to allow the individual to secure employment with another eligible member organization and, if necessary, facilitate that organization’s participation in the Association.

Section 7.4. Responsibilities. The Advisory Board acts in an advisory and collaborative capacity with the Organizer, which retains ultimate responsibility for strategic direction, administration, and fiduciary matters under Article III. The Advisory Board’s responsibilities include:

• The Advisory Board shall work with the Organizer and the Coordinator to schedule business meetings and identify Member interests and priorities in the development of other events, such as plant visits, workshops, webinars, and other educational and networking events.
• Reviewing and approving membership applications.
• Serving as the voice of the membership by providing recommendations and feedback to Organizer regarding the direction, growth, and continuous improvement of the Association.
• Working with the Coordinator to identify member needs and assist in the planning of meetings, plant visits, workshops, webinars, and other member activities.
• Providing recommendations to the Organizer regarding the selection of the Coordinator.
• Reviewing and recommending annual membership dues and fee structures.
• Serving as ambassadors for the Association by promoting membership, encouraging member engagement, and representing the program within their respective geographic regions.
• Identifying prospective Members and supporting outreach efforts to strengthen the Association throughout South Carolina.
• Encouraging collaboration among Members and fostering the open exchange of ideas, best practices, and professional relationships.

The Advisory Board shall meet as often as necessary to conduct its business, including to advise the Organizer on the Association’s annual programming calendar, review proposed membership admissions or removals under Article IV, and address Member concerns regarding the operation of the Association.

Section 7.5. Chair and Vice Chair. The Advisory Board will be led by a Chair and a Vice Chair, each serving a term of one year. Both roles must be held by Advisory Board representatives from Members of the Association. The current Vice Chair is slated to assume the Chair position after one year. A new Vice Chair will be elected by majority vote of the Advisory Board. If the current Vice Chair cannot assume the Chair role, both positions will be filled through majority vote by the Advisory Board. If an Advisory Board member is unable or unwilling to fulfill the responsibilities of the position, including regular participation in Advisory Board meetings and activities, maintaining active membership with the Association, or otherwise supporting the mission of the Association, the Advisory Board may remove that individual by an affirmative two-thirds vote.

ARTICLE IIX — MEETINGS

Section 8.1. Meetings. The Advisory Board shall work with the Organizer to schedule business meetings, including at least two general membership meetings each calendar year.

Section 8.3. Notice. Notice of meetings and events shall be provided to Members’ designated representatives by e-mail or other agreed means not less than ten (10) business days in advance for regular meetings, and not less than five (5) business days in advance for special meetings, except in cases of emergency.

Section 8.4. Format. Meetings and events may be held in person, virtually, or in hybrid format, as determined by the Organizer and, where applicable, the hosting Member.

Section 8.5. Quorum for Association Votes. Except as otherwise specified in these By-Laws, a quorum for any vote of the membership shall consist of representatives of a majority of the then-current Members, present in person or virtually, and action shall be by majority vote of those present unless a greater vote is required by these By-Laws.

ARTICLE IX — DUES AND FUNDING

Section 9.1. Dues. Association dues shall be paid annually to the Organizer for each participating Member site. Manufacturing facilities, offices, or other established operations on the same site campus will not be required to pay additional dues for each plant. Membership dues shall include all employees at the applicable Member site. Nonpayment of dues shall be cause for termination of membership in the Association. Dues may be modified by a vote of the Advisory Board, with approval by a majority of those voting. At least ninety (90) days’ notice shall be given to all Members of any change in dues.

Section 9.2. Program and Grant Funding. To the extent the Association’s activities are supported by NIST Hollings MEP program funds, South Carolina MEP Center resources, sponsorships, or other third-party funding, such funds shall be received, held, and disbursed by the Organizer in its capacity as fiduciary agent under Section 3.3, subject to the terms of the applicable grant or funding agreement.

Section 9.3. No Individual Member Liability for Association Obligations. Because the Association is not a separate legal entity, no Member shall be personally or organizationally liable for the debts, obligations, or liabilities of the Association or of any other Member arising from participation in Association activities, except to the extent a Member independently incurs such liability through its own conduct or separate written agreement.

Section 9.3. Fiscal Year. The fiscal year for the Association shall be the same as that of the Organizer (July – June).

ARTICLE X — RELATIONSHIP TO NIST

Section 10.1. Coordination. The Association is intended to operate in coordination with, and in support of the goals of, the NIST Hollings Manufacturing Extension Partnership network. The Organizer shall be responsible for maintaining this relationship and for ensuring the Association’s activities remain consistent with applicable MEP program guidance.

Section 10.2. No Agency Relationship with NIST. Nothing in these By-Laws creates an agency, employment, or contractual relationship between any Member and NIST or the U.S. Department of Commerce. Eligibility for MEP services is governed by applicable federal program rules, and membership in the Association does not itself confer or guarantee eligibility for any particular MEP service.

ARTICLE XI — ANTITRUST AND FAIR COMPETITION COMPLIANCE

Section 11.1. Antitrust Acknowledgement. Members each acknowledge the existence and significance of applicable anti-trust laws, including the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, 1914, the Hart-Scott-Rodino Antitrust Improvements Act, the Federal Trade Commission Act of 1914, and all other laws designed or intended to prohibit, restrict, or regulate actions having the purpose or effect of monopolization, lessening of competition, or restraint of trade, and agree that continued membership in Association is conditioned upon continued compliance with anti-trust laws in the course of collaboration between Members and between Members and the Organizer consistent with the purpose of the Association.

Section 11.2. Compliance Obligation. The Association’s purpose is limited to the promotion of Operational Excellence and manufacturing best practices, and is not intended to facilitate any agreement or understanding among Members regarding matters that would violate federal or South Carolina antitrust or unfair competition law. Members and their representatives shall not use Association meetings or events to discuss, agree upon, or exchange information potentially violative of antitrust laws, including, but not limited to, pricing, pricing methodology, wages, output or production levels, allocation of customers or markets, or agreements not to compete or not to solicit customers or employees.

Section 11.3. Right to Object and Withdraw. Any Member representative who believes a discussion at an Association event has strayed into a topic described in Section 11.1 shall object on the record, and the discussion shall cease. Any Member representative may withdraw from a meeting or portion thereof that the representative believes raises antitrust concerns, and shall promptly report the matter to the Organizer.

Section 11.4. No Legal Advice. These By-Laws are not a substitute for each Member’s independent legal counsel regarding antitrust compliance, and each Member remains responsible for its own compliance with applicable law.

ARTICLE XII — AMENDMENTS

Section 12.1. Amendment Process. These By-Laws may be amended at any regular or special meeting of the Association by a two-thirds (2/3) vote of the Members present and voting, provided that the text of the proposed amendment has been circulated to all Members’ designated representatives not less than ten (10) business days prior to the meeting at which the vote is to occur.

Section 12.2. Organizer Consent for Article III Amendments. No amendment to Article III (The Organizer) that would materially alter the Organizer’s role, responsibilities, or fiduciary obligations shall be effective without the written consent of the Organizer.

ARTICLE XIII — DISSOLUTION AND WIND-DOWN

Section 13.1. Dissolution. The Association may be dissolved solely upon the determination of the Organizer that continuation of the Association is no longer feasible, no longer serves its intended purpose, or is otherwise inconsistent with applicable program requirements or the Organizer’s mission. Upon dissolution, the Organizer shall take such actions as are necessary to wind up the affairs of the Association in accordance with these Bylaws and applicable law.

Section 13.2. Wind-Down of Funds. Upon dissolution, the Organizer shall wind down and account for any funds held in its fiduciary capacity under Section 3.3, and shall distribute or return any remaining funds in accordance with the terms of the applicable grant or funding agreement, or, in the absence of such terms, as approved by the Members.

ARTICLE XIV — GENERAL PROVISIONS

Section 14.1. Governing Law. These By-Laws shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles.

Section 14.2. No Third-Party Beneficiaries. These By-Laws are intended solely for the benefit of the Association, the Organizer, and the Members, and do not confer any rights upon any other person or entity, except as may be required under applicable federal grant terms.

Section 14.3. Severability. If any provision of these By-Laws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Section 14.4. Notices. All notices required under these By-Laws may be given by e-mail to a Member’s designated representative(s) and shall be deemed effective upon transmission, absent evidence of delivery failure.

Section 14.6. Adoption. These By-Laws are adopted as of the Effective Date set forth on the cover page and shall govern the Association until amended, superseded, or the Association is dissolved, in each case as provided herein.

ADOPTION

These By-Laws are hereby adopted by South Carolina Manufacturing Extension Partnership d/b/a SCMEP, as Organizer, upon a vote in favor of adoption by two-thirds (2/3) or more of the Members present and voting at a regular or special meeting of the Association, provided that the text of the proposed amendment has been circulated to all Members’ designated representatives not less than ten (10) business days prior to the meeting at which the vote is to occur.

EXHIBIT A