By-Laws Article V

Article V. Meetings of Members

Section 1. Place Of Meetings.

Meetings of members shall be held at the principal office of the corporation or at such other place or places as the Board of Directors may designate from time to time.

Section 2. Annual Meetings.

An Annual Meeting of members shall be held on the first Wednesday of May (or on the Wednesday of National Drinking Water Week, which is typically the first week in May – the exact date to be determined and announced by the Board of Directors at least 30 days in advance) at an announced location for the purpose of electing directors and transacting other business as may come before the meeting. The annual meeting of members for the purpose of electing Directors shall be deemed a regular meeting. Other regular meetings of the members shall be held as required for carrying out the purposes of the corporation.

Section 3. Special Meetings.

Special meetings of the members shall be called by the Chair of the Board of the corporation, a majority of the Board of Directors, or by twenty (20) members specifically requesting the Chair to call a special meeting of the members.

Section 4. Notice Of Meetings.

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) nor more than thirty (30) calendar days before the date of the meeting, either personally, or mail, by or at the direction of the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone, email, or by facsimile machine, provided however, in the case of email, or facsimile notification, the member to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty four (24) hours of the first email or facsimile transmission.

The notice of any meeting of members at which Directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given.

Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the laws of this Commonwealth, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 5. Quorum For Meetings.

A quorum shall consist of the members present at such meeting.

Section 6. Majority Action As Membership Action.

Every act or decision made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.

Section 7. Voting Rights.

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written secret ballot. Voting by proxy shall be allowed at the annual membership meetings, or special meetings, but not in other regular meetings.

Section 8. Action By Written Ballot.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

A. set forth the proposed action;

B. provide an opportunity to specify approval or disapproval of each proposal;

C. shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.

Action proposed by written ballot shall be valid only when the number of votes cast by ballot in favor of that action within the time period specified equals or exceeds the majority of the ballots received.

Directors shall be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered.

Section 9. Conduct Of Meetings.

Meetings of members shall be presided over by the Chair of the Board, or if there is no Chair or in his/her absence, by the Vice Chair of the corporation, or in the absence of all of these persons, by a Chair chosen by a majority of the voting members present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members provided that in her/his absence the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Roberts Rules of Order as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.