1.1 Classes of Membership. The Association shall have six (6) classes of members, designated as follows: Active, Associate, Affiliate, Honorary, Life and Academic.

1.2 Active Members. An Active Member may be any firm legally engaged in the private practice of geotechnical engineering. An Active Member firm may designate any legally established branch office as a separate firm for purposes of such branch office qualifying as a separate Active Member. Each Active Member firm, including each branch office of a member firm qualified as a separate member in accordance with the foregoing, shall have as a full time employee at least one engineer qualified as a Registered Geotechnical Engineer under California state law. Membership shall be confirmed by a majority vote of the Board. Active Members shall have the right to vote, as set forth in these Bylaws.

1.3 Associate Members. Associate Members may be any firm legally engaged in the private practice of geotechnical engineering. Each Associate Member firm shall have as a full time employee at least one engineer qualified as a Registered Civil Engineer under California state law. The "Associate" Member class may include any firm legally engaged in the private practice of engineering geology when the major portion of such firm's services are provided to aid in support of the geotechnical engineering profession. Each such member firm shall have at least one full-time employee who is a Certified Engineering Geologist under California state law. "Associate" members shall not have any voting rights.

1.4 Affiliate Members. Affiliate Members shall be firms legally engaged in practices which are directly or indirectly associated with or supportive of geotechnical engineering. Membership shall be confirmed by a majority vote of the Board. Affiliate Members shall not have any voting rights.

1.5 Honorary Members. Honorary Members shall be individuals or firms who are in a position to promote the objectives of the Association. They shall be proposed by the Board and confirmed by a majority vote of the membership at its annual business meeting. Honorary Members shall not have any voting rights.

1.6 Life Members. Life Members shall be individuals who, in the opinion of the Board, have been exemplary in participating in the Association, have retired from an Active Member firm, and whose continuing contributions would be of benefit to the Association. A Life Membership shall require the recommendation of the Board and subsequent approval by a majority of the membership attending the annual business meeting. Life Members shall not have any voting rights.

1.7 Academic Members. Academic Members shall be individuals who are members of the faculty of the Engineering Departments of colleges or universities, or are students enrolled in an engineering curriculum at a college or university. Membership shall be confirmed by a majority vote of the Board. Academic Members shall not have any voting rights.

1.8 Voting Members. Only an Active Member shall have the right to vote, as set forth in these Bylaws, on the election of directors, on the disposition of all or substantially all of the assets of the Association, on any merger and its principal terms, and any amendment of those terms, and on any election to dissolve the Association. In addition, only the Active Members shall have rights afforded members under the California Nonprofit Mutual Benefit Corporation. If the Association is dissolved, those members shall receive a prorated distribution of all assets, exclusive of those held in charitable trusts, remaining after payment or provision for payment of the obligations and debts of the Association, and provision for any other payment required under applicable law.

1.9 Active Member Designees and Proxies. Each Active Member shall, when admitted to membership, designate in writing the individual who is to act as official representative for the purpose of voting and executing written consents (hereinafter in these Bylaws referred to as "Active Member Designee"). Such designation may be changed in writing from time to time.

The Active Member may designate in writing an individual employed by the Active Member to act as proxy in the place and stead of the Active Member in all respects as set forth above.

1.10 Other Persons Associated with the Association. The Association may refer to persons of nonvoting classes, i.e., the Associate Members, Affiliate Members, Honorary Members, Life Members and Academic Members, or other persons or entities associated with it, as "members", even though such persons or entities are not voting members as set forth in Section 1.8 of this Article IV, and no such reference shall constitute anyone a member within the meaning of Section 5056 of the California Corporations Code unless that person or entity shall have qualified for such a voting membership under Section 1.8 of this Article IV. Reference in these Bylaws to members shall be members as defined in Section 5056 of the California Corporations Code, i.e., the members of the voting class as set forth in Section 1.8 of this Article IV. By amendment of its Articles of Incorporation or these Bylaws, the Association may grant some or all of the rights of a member of any class, as set forth in these Bylaws, to any person or entity that does not have the right to vote on any of the matters specified in Section 6. of these Bylaws, but no such person or entity shall be a member within the meaning of Section 5056 of the California Corporations Code.