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ARTICLE III:  MEMBERS

Section 1. REGULAR MEMBERS. Regular Membership is limited to business firms, whether they operate as corporations, partnerships or as individual enterprises, engaged in the development, ownership or management of one or more shopping centers, or engaged in business as a merchant located in a shopping center, or engaged in business as a lending institution which provides equity, interim or permanent financing of shopping centers from its own funds. Each Regular Member shall by written notice to the Council designate one person to act as its Official Member in the Council. Only such Official Member shall be entitled to exercise all the privileges and rights of Regular Membership. Regular Members who have continuously maintained membership since prior to February 28, 1958, shall be known as Charter Members.

For the purposes of these By-Laws, lending institutions shall be defined as insurance companies, commercial or savings banks, savings and loan associations, pension funds and real estate investment trusts which customarily provide from their own resources the funds necessary for the equity, interim or permanent financing of shopping centers.

For the purposes of these By-Laws, merchants shall be defined as those retail firms or individuals that lease or occupy space in shopping centers on a continuous basis and who are primarily engaged in the business of selling goods or services directly to the consuming public.

Section 2. ASSOCIATE MEMBERS. Any corporation, partnership, association or individual in a trade, profession or industry presently or formerly allied to the shopping center field, including any merchant's association located in a shopping center, shall be eligible for Associate Membership. Each Associate Member shall by written notice to the Council designate one person to act as its Official Member in the Council.

Section 3. PUBLIC/ACADEMIC MEMBERS. Any governmental entity and any appointed or elected public official at the city, state or national level shall be eligible for Public/Academic Membership. Any educator or administrator with a recognized college, university or educational institution and any such institution shall be eligible for Public/Academic Membership. Each Public/Academic Member entity or institution shall by written notice to the Council designate one person to act as its Official Member in the Council.

Section 4. AFFILIATE MEMBERS. Officers, partners or executives employed by Regular, Associate or Public/Academic Members, and officers of the merchant's association located in a shopping center of a Regular Member, shall be eligible, as individuals, to be Affiliate Members.

They must be directly associated with a member firm and they shall not become eligible for membership through a subsidiary or commonly owned company.

Members of approved shopping center associations located outside the United States and Canada shall be eligible, as individuals, to be Affiliate Members.

Section 5. HONORARY MEMBERS. The Board of Trustees may designate any person an Honorary Member of this Council on account of distinguished and meritorious services rendered to the Council.

Section 6. RETIRED MEMBERS. Individuals who have been members of the Council for at least five (5) years, who have retired from their business activities and are not active participants in the shopping center field shall be eligible to be Retired Members.

Section 7. STUDENT MEMBERS. Any student at a recognized educational institution shall be eligible to be a Student Member.

Section 8. VOTING AND OTHER RIGHTS. Each Official Member designated by a Regular Member in the manner required by Section 1 hereof shall be entitled to one vote on each matter submitted to a vote of the members. Members other than Regular Members shall have no voting rights. All members shall be eligible to attend meetings, educational courses and conventions of the Council and to receive other services, all in such manner and at such charges as the Board of Trustees may from time to time determine.

Section 9. NEW MEMBERS. All applicants for membership shall file with the President a written application in such form as the Board of Trustees shall from time to time determine. An applicant shall remit with his application the amount of annual dues and assessments, if any, as required by these By Laws or resolution of the Board of Trustees.

The President shall promptly present all applications for membership to the Board of Trustees and/or State Directors for their comments. If no objection to an application is received within ten (10) business days, the application is accepted. If there is an objection to an application, the Board or the Executive Committee shall review the application and approve or reject it. If an applicant has been rejected, he may not make another application for membership within one (1) year thereafter.

Section 10. TERMINATION OF MEMBERSHIP. The Board of Trustees by affirmative vote of two-thirds of all the members of the Board may suspend or expel a member for cause after an appropriate hearing. Membership may also be terminated for nonpayment of dues or assessments as provided in Article XIII, Section 3.

Section 11. TRANSFER OF MEMBERSHIP. Regular, Associate or Public/Academic Members may by notice in writing to the Council transfer the designation of their Official Members whenever they so desire. On termination of an Affiliate Member's direct association with a Regular, Associate or Public/Academic Member, his membership in this Council shall terminate except that (1) in the event that the Affiliate Member has personally paid his annual membership dues, he may transfer his membership if he becomes directly associated with another member firm of this Council or (2) the Regular, Associate or Public/Academic Member may, if it has paid the annual dues for an Affiliate Member, transfer such membership to another officer, partner or executive in its employ.