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ASSOCIATION OF UNITED STATES POSTAL LESSORS BYLAWS

ARTICLE I. OFFICES AND PURPOSE

The initial principal office of the Association of United States Postal Lessors (the "Association") was located at The Halls Building, Weybosset Street, Providence, Rhode Island 02903. The Association may have such other offices, either within or without the District of Columbia, as the Board of Directors may determine or as the affairs of the Association may from time to time require.

The address of the initial registered office of the Association in the District of Columbia is 1701 Pennsylvania Avenue, N.W., Washington, D. C. 20006. The initial registered agent at such address is The Prentice - Hall Corporation System, Inc. The Association shall endeavor to have and maintain in the District of Columbia a registered office and a registered agent whose office may be, but need not be, located in the principal office of the Association in the District of Columbia.

The Association is organized and shall be operated exclusively to promote the common business interest and improve the general business conditions of persons and organizations that lease real property to the United States Postal Service®. In furtherance of these purposes, the Association shall provide its members with educational information common to their business interests; shall promote the exchange of ideas and information between and among its members and other persons in the industry; shall represent the interest of the industry before Federal, state and local legislative bodies, administrative agencies and consumer groups; and shall promote higher business standards, and improved business methods in the industry.

ARTICLE II. BOARD OF DIRECTORS

1. Powers. The government of the Association, the direction of its work and control of its property, shall be vested in a Board of Directors and its affairs and policies be managed by such Board of Directors. The directors shall act only as a Board of Directors or as committees thereof and the individual directors shall have no power acting individually. Directors need not be U.S. citizens, residents of the District of Columbia, or members of the Association.

2. Qualifications. The qualifications for becoming and remaining a director of this Corporation are as follows:
      (a)       Directors must be members of the Association.
      (b)       At least two-thirds (2/3rds) of directors must be post office facility owners, managers or commercial lenders for post office facilities.

3. Number. The number of directors of the Association shall be not less than three or more than 15. The precise number of directors to be elected at any annual meeting in addition to the minimum number shall be fixed by the Board of Directors. Provided however, at all times, at least two-thirds of the Board members shall be either Post Office facility owners, managers or commercial lenders to Post Offices.

4. Term of Office. Each Director shall serve for a three-year period. The terms of Directors shall be staggered so that one-third of the Board of Directors continues its term of membership each year. Initially, there shall be one, two and three-year terms. The initial Board of Directors shall draw lots to determine who shall serve the one, the two or the three-year terms. Thereafter, all Directors elected to the Board shall serve a three-year term.

5. Election Procedure for Officers and Directors.

(a) The President shall appoint and the Board shall approve a Nominating Committee of at least two people by the first Monday of January of each year. Said Committee shall nominate from the members of the Association as many members of the Board of Directors as there are vacancies on the Board to be filled. The Committee shall complete its work and file a list of the nominees with the Secretary no later than February 1st.

(b) The Secretary shall mail to each officially designated member of the Association a list of the nominees recommended by the Nominating Committee no later than February 15th. Other nominations than those recommended by the Committee may be made with the endorsement of 10 or more members of the Association. Such nominations must be submitted to the Secretary no later than March 10th. The Secretary's notice listing the recommendations of the Nominating Committee shall be accompanied by an appropriate explanation concerning the procedure for making additional nominations. If there are no additional nominations for Directors other than those recommended by the Nominating Committee, the Committee's candidates shall be automatically elected. Announcement of their election may be made at the annual meeting held thereafter.

(c) If additional nominations are made, ballots shall be sent to each officially designated member of the Association no later than March 15th and must be returned no later than March 29th. A number of nominees corresponding with the number of Directors to be elected who received the highest number of votes shall be declared elected. The election shall be supervised by a Committee of three Association members appointed by the President, none of whom shall be members of the Board of Directors or candidates as such.

(d) The annual terms of all elected directors shall commence on the first Monday of April.

(e) Election of officers for the next year shall be by majority of the total votes cast for any one office by the Board of Directors at a meeting to be held on the first Monday of May or such other date as fixed by the Board of Directors. Nominations shall be made by the Nominating Committee and may be made by members of the Board of Directors at this meeting. Their terms of office shall commence on the first Monday of May or such other date specified by the Board of Directors, and coincide with the annual terms of the Directors, and until their successors are duly qualified and elected.

6. Vacancies. Vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of an initial or elected director. Any such vacancies that are filled shall be filled by persons elected by vote of a majority of the then remaining Board of Directors, even if less than a quorum of the Board of Directors. Directors elected to fill a vacancy shall hold office for the remaining portion of the term of the director whose death, resignation or removal caused the vacancy or until a successor director is elected and qualified, whichever occurs first.

7. Removal of Directors. Directors may be removed from office at any time with or without cause, upon a two-thirds vote of all members of the Board of Directors at a meeting called for such purpose.

8. Board Meetings. The President shall preside over the Board of Directors and a Vice-President shall preside in the absence of the President.

9. Annual Meeting. A regular annual meeting of the Board of Directors shall be held at the principal office of the Association or elsewhere as designated by the Board of Directors, without requirement for other notice than this Bylaw provision during the month of April or May or each year or at such other time or place as shall be determined by the Board of Directors and designated in the Notice or Waiver of Notice of the meeting.

10. Regular and Special Meetings. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings, other than the annual meeting of the Board of Directors, without other notice than such resolution. The President or any other officer may call, and upon written request signed by a majority of the members of the Board of Directors, the Secretary shall call, by attaching the said written and signed request of said Directors, Special meetings of the Board of Directors. Such meetings shall be held at such time and place, and for such purposes, as may be designated in the notice of meeting by the person or persons calling the meeting.

11. Notice of Special Meetings. Notice of special meetings of the Board of Directors shall be in writing, signed by the President, Secretary, or such persons calling the meeting and shall be served personally or sent to each Director by fax, e-mail, mail or telegram addressed to his last known address at least three days before the time designated for such meeting. All notices of special meetings shall state the time and place of such meetings, except conference call meetings, which shall merely state the time the conference call and the conference call number.

12. Waiver of Notice. Any meeting of the Board of Directors and any action otherwise properly taken at such meeting shall be valid, if notice of the time, place and purpose of the meeting shall be waived in writing before, at or after the meeting by all directors to whom timely notices were not sent as provided in these bylaws.

13. Quorum. A majority of the directors in office, present in person, or via conference call shall be necessary and sufficient to constitute a quorum for the transaction of business at any meetings of the Board of Directors, but a smaller number may adjourn any such meeting to a later date. At least three days' notice of such adjourned meeting shall be given in the manner provided in Section 10 of this Article to each director who was not present at such meeting unless such director shall waive notice thereof.

14. Action by Majority Vote. Except as otherwise expressly required by law or these Bylaws, the act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors. Each Director will be entitled to one vote on each matters submitted to a vote of the Board of Directors.

15. Action by Directors Without a Meeting. Any action which may or must be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

16. Meeting by conference Call. Directors may participate in any meeting of the Board of Directors by means of a conference telephone or other means of communication equipment so long as all persons participating at the meeting can hear each other at the same time.

ARTICLE III. EXECUTIVE AND OTHER COMMITTEES

1. Composition and Powers. The Board of Directors may, by resolution adopted by a majority of the directors in office, designate one-third of their number but not less than three members, to constitute an Executive Committee, which shall have and may exercise, so far as may be permitted by law, such authority as shall be delegated to it by the Board of Directors in the management of the Association. The Executive Committee shall keep a record of its acts and shall promptly report such acts to the Board of Directors.

2. Organization, Meetings, Etc. The Executive Committee shall be presided over by the President. Such Executive Committee election shall be held at the time of the annual meeting of the Board of Directors. In the absence of the President of the Executive Committee at any meeting of the Executive Committee, the Committee shall appoint a chairman of that meeting. The Executive Committee may adopt rules governing the time, method of calling and holding of its meetings and governing the conduct of its affairs.

3. Quorum and Manner of Acting. A majority of the members of the Executive Committee then in office shall constitute a quorum for the transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the Executive Committee. All Directors shall be authorized to attend meetings of the Executive Committee and, if present, shall be entitled to vote on all matters coming before the Executive Committee.

4. Other Committees. The Board of Directors may also, by resolution of a majority of the directors present in person at a meeting at which a quorum is present, establish such other committees, not having the authority of the Board of Directors in the management of the Association, as it deems necessary or proper and, to the extent permitted by law, may delegate to any such committee such powers as the Board of Directors shall determine.

5. Term of Office. Each member of a committee shall continue to serve until the next annual meeting of the Board or Directors or until his successor is appointed, whichever occurs later; unless the committee shall be sooner terminated, or such member shall cease to qualify as a member thereof.

ARTICLE IV. MEMBERSHIP

1. Members. Any individual or organization who leases real property to the United States Postal Service® or other governmental agency or who has a business interest in dealing with the United States Postal Service® may become a member of the Association upon payment of dues as are prescribed by the Board of Directors. The dues payable by member may be scaled based on the quantity or value of property leased by a member of the United States Postal Service®.

2. Applications for Membership. Applications for membership shall be in writing on such form as may be prescribed by the Board of Directors.

3. Discontinuance. Discontinuance of membership in the Association may be brought about by: a. resignation; b. suspension or cancellation of membership where dues are in arrears for more than sixty days; or suspension or cancellations of membership for cause.

4. Power of Suspension and Cancellation. The power of suspension and cancellation of membership shall be lodged exclusively in the Board of Directors.

5. Dues. Dues are to be established by the Board of Directors. Until changed by the Board of Directors, the prescribed dues are as follows: $100.00 per member.

6. Annual Meetings. An annual meeting of the members of the Association shall be held at the principal office of the Association or elsewhere as designated by the Board of Directors, during the month of April or May each year, or at such other time and place as may be determined by the Board of Directors and designated in the Notice or Waiver or Notice of Meeting.

7. Special Meetings. The President may call, and upon written request of not less than one-fifth of all members of the Association, the Secretary shall call, special meetings of the members of the Association.

8. Notice of Meetings. Written notice of any meeting of the members shall be mailed or e-mailed to the last known address of each member not less than 10 nor more than 40 days before the date of the meeting. The notice of a special meeting shall state the purpose or purposes for which it is called.

9. Waiver of Notice. Any meeting of the members and any action otherwise properly taken at such meeting shall be valid if notice of the time, place and purpose of the meeting shall be waived in writing before, at or after the meeting by all members to whom timely notices were not sent as provided by these bylaws.

10. Voting. At all meetings of the Association, each member shall have one vote and may take part and vote in person or by proxy.

11. Quorum. One-fifth of the members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. The affirmative vote of a majority of members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted on by the members unless a greater proportion is required by the Articles of Incorporation or these bylaws.

ARTICLE V. STAFF

1. Executive Director. The Board of Directors may employ an Executive Director who shall have executive responsibility for the work of the Association and shall have authority to select employees to fill positions created by the Board of Directors and to dismiss employees. The Executive Director shall attend all regular meetings of the Board of Directors and committee meetings when deemed necessary. The Executive Director shall report to and be supervised by the President.

ARTICLE VI. OFFICERS

1. Officers. The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, each to have such duties or functions as are provided in these bylaws or as the Board of Directors may from time to time determine. Officers need not be directors or members. Titles other than President, Secretary and Treasurer may be used so long as the duties or functions of each such officer remain the same. The Board of Directors may elect such additional officers or assistant officers as it may from time to time determine. One person may hold more than one office, except that the offices of President and Secretary shall not be held by one person.

2. Term. The officers of the Association shall first be elected by the initial Board of Directors and thereafter shall be elected annually by the newly elected Board of Directors immediately following their election at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. The term of office of each officer (including any officer who may occupy any additional office created by the Board of Directors) shall be until the next annual meeting or until his successor is elected and has qualified. The President may not serve more than three consecutive one year terms.

3. Removal. Any officer may be removed, either with or without cause, by resolution passed by the Board of Directors at any regular or special meeting, but only by a majority vote of all the directors then in office.

4. Resignations. Any officer may resign at any time by notifying the Board of Directors, orally or in writing. Such resignation shall take effect at the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

5. Vacancies. A vacancy in any office caused by death, resignation, removal, disqualification or other cause may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

6. President. The President shall preside at all meetings of the Association and Board of Directors and shall have general supervision over the affairs of the Association including the Executive Director, and shall perform all duties incident thereto and such other duties as may from time to time be assigned by the Board of Directors.

7. Vice President. The Vice President shall preside and carry out the duties of the President during his absence.

8. Treasurer. The Treasurer shall collect and keep an account of all moneys received and expended for the use of the Association, shall deposit sums received by the Association in the name of the Association in such depositories as shall be approved by the Board of Directors; shall make reports of the finances of the Association at each annual meeting and when called upon by the President; and shall perform such related duties as shall be directed by the Board of Directors, or the President. The funds, books and vouchers kept by the Treasurer shall at all times be subject to the inspection, supervision and control of the Board of Directors and the President, and at the expiration of his term of office, the Treasurer shall turn over to the successor in office all such books, moneys and other property.

9. Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and of the Executive Committee and shall keep the minutes thereof in the proper book or books to be provided for that purpose; shall see that all notices required to be given by the Association are duly given and served; shall have charge of the other books, records and papers of the Association; shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties incident to the office of Secretary and such related duties as may from time to time be assigned by the Board of Directors or the President.

10. Other Officers. Other officers elected or appointed by the Board of Directors shall, in general, perform such duties as shall be assigned to them by the President, or the Board of Directors.

ARTICLE VI. CONTRACTS, BANK ACCOUNTS, VOTING OF SECURITIES, ETC.

1. Execution of Contracts. The Board of Directors, except as otherwise provided in these bylaws, may prospectively or retroactively authorize any officer or officers, agent or agents, in the name and on behalf of the Association, to enter into any contract or execute and deliver any instrument, and any such authority may be general or confined to specific instances.

2. Loans. The Board of Directors may prospectively or retroactively authorize the President or any other officer or agent of the Association; (a) to obtain loans and advances at any time for the Association from any bank, trust company or other institution, or from any firm, corporation or individual and for such loans and advances to make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Association; and (b) when authorized to do so, to pledge and hypothecate or transfer any securities or other property of the Association as security for any such loan advances. Such authority conferred by the Board of Directors may be general or confined to specific instances. No loans shall be made by the Association to any director or officer thereof.

3. Checks, Drafts, Etc. All checks, drafts and other orders for payment of money out of the funds of the Association and all notes and other evidences of indebtedness of the Association shall be signed on behalf of the Association in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the Association.

4. Investments. The Association shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or by any similar restrictions.

5. Deposits. The funds of the Association not otherwise employed shall be deposited from time to time to the order of the Association in such banks, trust companies or other depositories as the Board of Directors may select or as may be selected by any one or more officers or agents of the Association to whom such power may from time to time be delegated by the Board of Directors.

6. Voting of Securities Held by the Association. Stocks and other securities owned by the Association shall be voted, in person or by proxy, as the Board of Directors may specify. In the absence of any direction by the Board of Directors, such stocks and securities shall be voted as the President may determine.

7. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the purposes of the Association.

ARTICLE VII. COMPENSATION OF OFFICERS AND DIRECTORS

1. Compensation of Officers. Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors provided that such salaries and compensation shall not be excessive in amount and shall be for services, which are reasonable and necessary for performance of the Association's purposes.

2. Compensation for Directors. Directors shall not receive any salaries for their services; however, the Board of Directors may by resolution provide for the payment of compensation and reimbursement of expenses for attendance at regular or special meetings of the Association, but all such payments shall be reasonable and necessary and not excessive in amount. Nothing herein contained shall be construed to preclude any director or officer from serving the Association in any other capacity and receiving compensation therefor.

ARTICLE VIII. BOOKS AND RECORDS

1. Books and Records. There shall be kept at the principal office of the Association, correct books of accounts of all the business and transactions of the Association.

ARTICLE IX. ANNUAL AUDIT

1. Annual Audit. The Board of Directors may require that an audit by an independent certified public accountant be made annually of the books and accounting records of the Association.

ARTICLE X. SEAL

1. Seal. The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the Association and the year of its incorporation.

ARTICLE XI. FISCAL YEAR

1. Fiscal Year. The fiscal year of the Association shall be the calendar year.

ARTICLE XII. LIABILITY AND INDEMNIFICATION

1. Liability. The directors of the Association shall not be personally liable for its debts, obligations or liabilities.

2. Indemnification. The Association shall indemnify any director or officer or former director or officer of the Association, or any person who may have served at its request as a director or officer of another corporation against expenses actually and necessarily incurred in connection with the defense or settlement of any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive or any other rights to which such director or officer may be entitled under any Bylaw, agreement, vote of the Board of Directors or otherwise.

ARTICLE XIII. AMENDMENTS OF ARTICLES OF INCORPORATION AND BYLAWS

1. Amendments by Directors. The Articles of Incorporation of the Association or these Bylaws or any one or more of the provisions thereof may be amended by changing, altering, suspending, supplementing or repealing the same, at any duly constituted annual or special meeting of the Board of Directors, by two-thirds vote of the board members present in person at such meeting or by mail vote of two-thirds of all board members entitled to vote. If such amendment is to be voted upon at an annual or special meeting of the Board of Directors, at least ten days' written notice shall be given of intention to alter, amend, repeal or to adopt new Bylaws at such meeting. Adopted As Revised By Unanimous Vote of the Directors At Their Annual Meeting of Directors Held_______________in Las Vegas, Nevada.
Signed by_______________, President
Signed by_______________, Secretary

ARTICLE XIV. MISSION AND ETHICAL POLICY

The Association has adopted a written statement of Mission and Ethical Policy, which is appended to these Bylaws. It is intended that all members, Directors, Officers and employees shall be guided by said Mission Statement and Ethical Policy.

Adopted As Revised By The Directors At Their Meeting Held_______________in Las Vegas, Nevada
Signed by________________, President
Signed by________________, Secretary

ASSOCIATION OF UNITED STATES POSTAL LESSORS

Mission and Ethical Policy

INTRODUCTION

• The United States Postal Service (USPS)® was created by and operates through legislative mandate with a stated purpose of distributing the mails throughout the country in an efficient, timely and cost-efficient manner. This vast quasi-public corporation employs hundreds of thousands of persons and has an annual budget of many tens of billions of dollars.

• The USPS® leases about 28,000 of the 36,000 facilities it operates throughout the nation. All postal operations are subject to overlapping policies, procedures, regulations and laws. In order to accommodate changing needs, regulations are modified often and they are subject to widely differing application and interpretations.

• Nearly all Association of United States Postal Lessors (AUSPL) members lease property to the USPS® or work in businesses related to such leasing activities. The AUSPL is committed to serving the current and long-term needs of its members in ethical and lawful ways.

MISSION

• To improve communication between AUSPL and USPS® at all levels and between USPS® headquarters and their field offices.

• To establish contact with USPS® Board of Governors and key personnel and with legislators so that they may become aware of, and as appropriate, give support to AUSPL's concerns and goals.

• To help better educate AUSPL members and postal personnel on the meaning and application of current postal policies, regulations and lease provisions.

• To develop educational and informational resources such as printed materials, databases, internet facilities and experts to serve the needs of AUSPL members and others.

• To provide current, accurate and useful information to AUSPL members and USPS® personnel.

• To cultivate a constructive approach with USPS® officials at all levels to issues of common interest.

• To help AUSPL members and USPS® personnel achieve fairness, impartiality, consistency and good value in the application and interpretation of USPS® regulations and lease provisions.

• To promote multi-level advocacy and resolution of long and short term lessor concerns.

• To identify and respond proactively to systemic and individual abuses by USPS® personnel in the exercise of their powers and position in dealing with lessors, especially in the interpretation and application of regulations and lease provisions.

• To seek to identify and eliminate poor and/or unethical business practices by lessors.

• To seek to develop and advocate clear, fair, more consistent more up-to-date postal regulations, policies and leases.

• To develop better mechanisms to assure that postal officials are accountable and to assure that they comply with applicable policies, regulations and lease provisions. Where compliance falters, to develop more reliable, expeditious, affordable and fair means of recourse.

• To develop more appropriate, timely, fair and less costly means for dispute resolution.

• To assist in the fair, equitable, prudent, economic, broad, flexible, easy-to-implement programs for the insurance and financing of lessor properties.

• To conduct regular meetings that express lessor concerns directly to USPS® policy makers.

• To distinguish Board policy matters requiring approval from day-to-day AUSPL operations.

• To nurture effective, knowledgeable, influential, sympathetic, fair and responsive AUSPL Board members, officers and staff.

• To generate more-than-adequate support and funding to carry out the AUSPL's mission.

• To maintain good financial records and to operate within Board approved budgets.

• To reexamine Association needs, goals and policies on a regular basis and redefine them as needed.

ETHICAL POLICY

• Officers and Board members have a duty to act ethically and lawfully at all times in carrying out the business activities of the Association.

• Officers and Board members may not act or encourage others to act in violation of or to subvert the clear intent of applicable regulations, policies, leases or other agreements.

• Officers and Board members may not act or encourage others to act in a manner that wastes AUSPL resources or uses them for unauthorized personal gain.

• Officers and Board members and senior employees have a duty to keep each other informed and to seek out information on all major issues affecting the Association.

• Officers and Board members and senior employees must disclose real or possible conflicts of interest to the Board in a timely manner. Unless the Board grants a waiver, AUSPL officers, directors and senior employees are barred from conflicts of interest. If a significant unreported conflict is discovered, it must be reported to the Board immediately. Failure to do so constitutes grounds for immediate removal from office.

• When discussing Association business with USPS® officials, Board members and officers should generally refrain from using these occasions to address personal, private leasing concerns. Private matters may be addressed discretely with USPS® officials, but not as AUSPL business.

• No officer, director, or senior employee may act on behalf of the Association on any significant matter without authorization of the Board. Acting without Board authorization where it would normally be required by the Bylaws constitutes grounds for immediate removal from office.

• At all times when discussing AUSPL business internally or with third parties, officers and Board members are expected to conduct themselves courteously and with decorum. Speaking in a disparaging personal manner about other Board members or officers or about Board-approved policies is strongly discouraged.

• Nothing herein shall be construed to interfere with or infringe upon any member's right or expression under the first amendment of the United States Constitution.

The AUSPL Bylaws were revised and adopted by unanimous vote by the AUSPL Board of Directors at its annual meeting on May 11, 2011, and signed by AUSPL President Terry L. Phillips and Secretary Lana M. Ruch.