U.P.R.C By-Laws (Amended 10-11-2000) - Page Two

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Number

The affairs of the UPRC shall be managed by a twelve* member Board of Directors, with four* being officers.

Section 2: Qualifications

The Board of Directors shall be chosen to represent the following recycling interests: Community Recycling Programs; Recycling Education; Recycling Industry; and Government. Any voting member of the UPRC is eligible to be a director.

Section 3: Selection

The directors shall be elected by the voting membership of the UPRC at its annual meeting.

Section 4: Term of Office

Each director shall serve a term as determined by the Board of Directors until the date successors are elected and assume office. Six directors will be elected on even years and six shall be elected on alternate years. They may be reelected-elected.

Section 5: Vacancies

In the event of death or resignation of a director, the successor shall be elected by a majority vote of the remaining directors.

ARTICLE V: OFFICERS OF THE BOARD

Section 1: Officers

The officers of the Board of Directors will be: Chair, Vice-Chair, Secretary and Treasurer. These officers shall be elected by the Board of Directors at its annual meeting. The term of office shall be one-year, or until their successors are elected and assume office, unless an officer resigns or is removed.

Section 2: Chair

The Chair shall preside at all meetings of the UPRC and the Board of Directors. Chair shall sign for the coalition contracts and other documents as authorized by the Board of Directors. Chair shall perform all acts and duties usually performed by a Chair or as prescribed by the Board. A Vice-Chair may be elected by the Board, to preside in the absence of the Chair.

Section 3: Vice-Chair

The Vice-Chair will perform and exercise the powers of the Chair during the absence or disability of the Chair.

Section 4a: Secretary

The Secretary shall keep, or cause to be kept, a complete record of all meetings of the Coalition and the Board of Directors; serve notice of meetings, keep appropriate current records showing members and their addresses.

Section 4b: Treasurer

the Treasurer shall keep accurate records of the UPRC coalition funds; shall disburse funds as authorized