*As proposed April 30, 2002 and as amended December 31, 2003.

ARTICLE I – NAME AND DEFINITION

Section 1. The name of this organization is Coal Preparation Society of America, Inc., hereinafter referred to as “CPSA” or “the Society”.

Section 2. CPSA is dedicated to the tenets of furthering the awareness of Coal Preparation and the value of Coal Preparation for producers and consumers of coal. Coal Preparation includes coal exploration activities, coal mining, coal handling, coal cleaning, thermal drying, sorting and blending, quality control, and any other method of improving the quality of coal prior to utilization. Coal Preparation also includes elements of business and project planning; cost estimating; economic and financial analysis; research and development.

ARTICLE II – OBJECTIVES

Section 1. To promote the principles of Coal Preparation, through education and scientific means, for the public good.

Section 2. To advance the science and art of Coal Preparation.

Section 3. To provide forums and media through which experience with the principles and techniques of Coal Preparation may be reported, discussed, and published in furtherance of the public interest.

Section 4. To promote standardization of terminology in Coal Preparation, and so far as practical, develop standard methods.

Section 5. To encourage the inclusion of Coal Preparation instruction in engineering curricula in furtherance of our primary objective.

Section 6. To cooperate with other organizations having common or related objectives, in furtherance of the public interest.

Section. 7. To be organized and function exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as tax-exempt organizations under section 501C3 of the Internal Revenue Code, or the corresponding sections of any future federal tax code.

Section 8. To evaluate and issue certification credentials to individuals having expertise in Coal Preparation.

ARTICLE III – MEMBERSHIP

Section 1. The membership grades shall initially consist of Members, but other categories, such as Student Member may be included within the grade of Member.

Section 2. Admission to membership shall be upon approval of application duly made, and in accordance with procedures established by the Membership. CPSA shall admit members without regard to race, religion, ethnicity, nationality, or gender.

ARTICLE IV – OFFICERS AND BOARD OF DIRECTORS

Section 1. The elected Officers shall be a President and Vice President. The Secretary and Treasurer will be non-elected officers, nominated by the President and Vice President, and approved by the Board of Directors. There is no limit on the terms of office for the Secretary and Treasurer. To be eligible as an elected officer, an individual must be a member in good standing and have been a member of CPSA for at least six months. The term of elected office shall be two (2) years and shall begin the end of the Annual Meeting. The Vice President shall become the President at the end of the President’s term.

Section 2. The President shall preside at all meetings of CPSA and Board Meetings and shall perform all other duties that pertain to the direction of CPSA, including those specified below. In the absence of the President, the Vice President shall serve in this capacity. If neither of the above is available, the President may designate a member of the Board of Directors to preside at a meeting.

Section 3. The Secretary shall keep accurate minutes of all meetings, take care of all correspondence, secure all official records of CPSA, and arrange for appropriate publicity. The Secretary shall conduct all correspondence under the supervision of the President. The Secretary shall keep an accurate list of all members, communicate with members as needed.

Section 4. The Treasurer is authorized to receive all monies due to CPSA and pay all obligations of CPSA. The Treasurer shall keep an accurate record of all financial transactions. The Treasurer shall submit the financial records for annual audit.

Section 5. The Board of Directors shall consist of two (2) elected CPSA Officers, a Chairman of the Publications Committee, a Chairman of the Membership Committee, a Chairman of the International Committee, a Chairman of the Advisory Committee, and the immediate Past-President of CPSA. The Board of Directors shall have the power to appoint individuals as representatives of CPSA for various meetings or events of interest to CPSA.

Section 6. The Chairman of the Advisory Committee shall recommend members of CPSA for service on the Advisory Committee each year. The Board of Directors must approve the Advisor nominees. The Advisors shall insofar as possible, be selected to represent the various fields of interest of CPSA. The number of Advisors will depend upon the needs of CPSA and the judgment of the Board of Directors.

Section 7. Terms of office for the elected Officers and appointed Advisors shall be two (2) years. No elected Officer may serve more than two (2) complete, consecutive two-year terms in the same capacity. Persons serving at the time these Amendments are adopted shall serve their unexpired terms and unfilled positions shall be filled by appointment.

Section 8. The Committee Chairpersons shall be appointed by Board of Directors. Members of the Committees shall be nominated by the Committee Chairpersons and approved by the Board of Directors. Each Committee shall inform the Board of Directors of its activities at least once each year or as otherwise directed by the President. The President shall be an ex-officio member of all Committees.

Section 9. The President and Board of Directors shall have the power to create new Committees, dissolve existing committees, and appoint Committees for special purposes when deemed desirable for the conduct of the business of CPSA. The Board of Directors will have the authority to appoint elected officers or Chairpersons in the event the persons holding those offices or positions are unable to fulfill their duties.

Section 10. No Committee shall commit CPSA to any action or issue public notices or news releases without prior written approval from the President.

ARTICLE V – ELECTION OF OFFICERS AND DIRECTORS

Section 1. The Advisory Committee shall submit recommended candidates for Elected Officers to the Board of Directors by December 1 for Board approval. The Nominated Slate of Elected Officers will be sent to all current members via e-mail and/or US Mail for review and with request for any additional nominations. The “Slate” may also be published in the CPSA Journal.

Section 2. Additional nominees will be accepted from the membership. If a nomination is made by 10% or more of the membership and received by January 15, the additional nominee(s) will be added to the “Slate”.

Section 3. If no additional nominations are submitted by the membership, the nominees submitted by the Advisory Committee and approved by the Board of Directors may be considered elected unanimously. If additional nominations are submitted by the membership, all valid nominations shall be added to the ballot and sent to the membership by January 31 for voting. Elections will be made by the majority of the membership returning their ballot via e-mail, fax, or US Mail on or before March 1.

Section 4. Results of the Election will be published in the Spring Issue of the CPSA Journal and announced at the Annual Meeting.

ARTICLE VI – MEETINGS

Section 1. There shall be an Annual Meeting of the Society held between the dates of April 15 and May 15. The Board shall fix the time and place of the Annual Meeting.

Section 2. Other meetings of the Society shall be determined by the Board.

ARTICLE VII – RECORDS

Section 1. A roll of members shall be maintained by the Society’s headquarters, which shall include the name, address, membership, grade, date of admission of each member in good standing.

Section 2. A complete accounting shall be kept of all monies received and expended by the Society. These financial records shall undergo an annual legal audit by persons or a company qualified to perform this audit.

ARTICLE VIII – AMENDMENTS

Section 1. The Constitution may be amended by letter ballot.

Section 2. An affirmative vote of three-fourths of the valid votes cast shall be required for adoption of an amendment to the Constitution.

ARTICLE IX – LIMITATION AND DISTRIBUTION

Section 1. No part of the net earnings of CPSA shall benefit its members, trustees, officers, or other private persons. CPSA may, however, make reasonable payment for services rendered for purposes listed in Article II. No substantial part of CPSA activities may attempt to influence legislation. CPSA shall not participate or intervene in the political campaign of any candidate for public office. CPSA shall not carry on any other activities prohibited for (a) a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) a corporation to which contributions are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. If CPSA is dissolved, its assets shall be used for one or more exempt purposes set forth in section 501(c)(3) of the Internal Revenue code (or the corresponding section of any future federal tax code) or shall be distributed to the federal government, or to a state or local government for a public purpose. Any assets then remaining shall be disposed of by a Court of Competent Jurisdiction of the county where the principal office of the corporation is then located, solely for such purpose.