Bylaws of the National Subcontractors Alliance, Inc.

ARTICLE I - ORGANIZATION AND PURPOSE

Section 1. The name of the corporation shall be the National Subcontractors Alliance, Inc. (hereinafter, the “NSA” or “Alliance”). It shall be governed under these by-laws (as amended from time to time in accordance with the provisions thereof.)

Section 2. The Alliance is a coalition of local or regional construction subcontractor associations organized to exchange information between its member organizations and to foster opportunities for representation at the national level on industry issues.

ARTICLE II - MEMBERSHIP

Section 1. Membership in the Alliance is open to any local or regional association consisting primarily of construction specialty contractors, which is managed by a professional staff.

Section 2. Applications for membership in the Alliance shall be made in writing to NSA and accompanied by a remittance in an amount not less than the minimum dues, if any, for a twelve-month period. The application shall be referred to the Board of Directors and the Board may accept such application by a two-thirds majority vote.

Section 3. In the event that the membership of any association shall terminate for any reason other than the dissolution of NSA, the interest of such association in the funds, investments and other assets of NSA shall, ipso facto, immediately cease and terminate, provided, however, that any such association shall at any time be eligible to apply for reinstatement of its former membership, and its interest shall be restored as of the date of termination if its membership is reinstated.

Section 4. Any member of NSA in good standing may resign at any time provided notice of resignation is filed with the President, and such resignation shall be acknowledged in writing.

Section 5. The membership of any association may be terminated by NSA for any cause satisfactory to the Board of Directors.

ARTICLE III - FINANCING - DUES OF MEMBERS

Section 1. All activities of NSA shall be conducted for the benefit of the members and of the public at large and shall be financed by the subscriptions, dues, assessments, and/or voluntary contributions of members as provided by these by-laws.

Section 2. The dues of the Alliance, including the date dues are payable, shall be determined by the Board of Directors.

Section 3. A member in arrears in payment of dues or assessments for sixty days shall be suspended from membership. Such member shall be given notice of suspension and shall be dropped from membership if the overdue account is not paid within thirty (30) days after mailing of notice of suspension.

Section 4. The accounting year of the Alliance shall be from January 1 through December 31.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. The Alliance shall be managed by the Board of Directors.

Section 2. The following persons shall constitute the members of the Board of Directors: (a) the president or (b) the executive officer or a staff official designated by him of each association member, provided that the president of any association member may at his or her option designate a member of his association to serve in his or her place and to represent him or her and his or her association as a member of the Board of Directors.

Section 3. A regular meeting of the Board of Directors shall be held not less often than twice in each calendar year, one of which meetings shall be held between September 1 and December 15 in each calendar year, at a time and place to be determined by the President. Other meetings of the Board of irectors shall be called by the President upon the request of three or more member associations or by a vote of the Board of Directors.

Section 4. Directors from three member associations shall constitute a quorum.

ARTICLE V - OFFICERS AND STAFF

Section 1. The officers of the Alliance shall be a President, Vice President, and a Secretary/Treasurer. The term of office shall be two years or until successors are duly elected. No officer shall be elected for more than two successive terms. Should any office or directorship become vacant for any reason, the Board of Directors shall appoint a member to fill the vacancy for the balance of the term, to be approved by a majority of the Board of Directors attending the next regularly scheduled meeting.

Section 2. The President shall serve as the executive officer of the Alliance and preside at all board meetings. In the case of a tie during a vote at a board meeting, the President shall cast the deciding vote.

Section 3. The Vice-President shall preside at board meetings in the absence of the President. He shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 4. The Secretary/Treasurer shall keep, maintain, or supervise all records of members, minutes of board meetings, and such correspondence as required for the Alliance. The Secretary/Treasurer shall keep, maintain, or supervise the collection of funds due and disbursement of moneys to satisfy urchases and expenses as prescribed by the Board of Directors and the keeping of a valid record of accounts.

Section 5. The Board of Directors may employ or hire independent contractors for the Alliance. The Board of Directors shall have the power to appoint and to contract for the services of employees and independent contractors for the Alliance at such compensation and for such a term as it may deem suitable.

Section 6. The Alliance financial records shall be reviewed annually within 90 days following the year end by a review committee consisting of two persons from member associations appointed by the Board of Directors.

ARTICLE VI - COMMITTEES

Section 1. The Board of Directors shall appoint special and standing committees, as necessary for the achievement of the purpose of the Alliance.

Section 2. A Nominations Committee shall be appointed by the Board of Directors. This Committee shall select its chairperson and proceed with deliberations to select at least one nominee for each expiring office and directorship. Such nominations shall be in the hands of the Secretary/Treasurer before the annual meeting of the Board of Directors.

ARTICLE VII - ELECTIONS/VOTING

Section 1. The election of Officers and Directors shall be held at a Board of Directors meeting between September 1 and December 15. Nominations from the member associations shall be accepted. The nominee receiving the highest number of votes shall be elected.

Section 2. Only Directors from member associations in good standing, as determined by the Secretary/Treasurer, shall be eligible to hold office or vote.

Section 3. Voting shall be by Directors.

ARTICLE VIII - AMENDMENTS/REVISION

Section 1. Bylaws may be amended or revised by a majority vote of Directors present after presentation and discussion at a previous meeting.

ARTICLE IX - DISSOLUTION

Section 1. In case of dissolution of this Alliance, all remaining assets shall be given to charitable organizations as decided by the Board of Directors.

CERTIFICATION

I certify that the above Bylaws were duly adopted, as amended, by the Board of Directors of the National Subcontractors Alliance, Inc. at a meeting held on the 4th day of October 2003.

Terry Carson, President

Sharon Topel, Secretary/Treasurer