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Article II — Membership

Section 1. Classes and Eligibility. Eligibility for membership is not to be restricted to North America and the Caribbean or any other geographical region. The classes of members (“Members”) of ASFONA and the eligibility requirements for membership in each class shall be as follows:

(a) Regular Membership. Any hotel that is operated under one of the Starwood's Legacy Brands or any other of the major International Hotel Company brands and is either (i) owned/operated by a Franchisee/Management Company that has entered into a Franchise or License Agreement or its affiliates or (ii) owned by an Owner that has entered into a License Agreement or Management Contract shall be eligible to be a “Regular Member” of ASFONA, provided that the Owner or Franchisee is in good standing with the Franchisor. A Regular Member may be represented by its Franchisee, Management Company or Owner, general manager, a principal officer of its management company, or an individual that is a partner or principal officer of its Franchisee, Management Company or Owner. However, a Regular Member’s designated representative may not be directly or indirectly employed by or under the control of a Franchisor or its affiliates. Thus, it is the intent of these By-laws that a hotel that is not owned by a Franchisor, but is managed by a Franchisor, shall nevertheless be eligible for Regular Membership; however, the person designated to represent the Owner may not be directly or indirectly employed by or under the control of the Franchisor or its affiliates.

(b) Associate Membership. Any person (which term as used in these By-laws shall include an individual, partnership, corporation, management company, joint venture, or other entity) who is not a Franchisee or Owner and who is invited to join ASFONA by the Board shall be eligible to become an “Associate Member” of the Association. Without limiting the foregoing, Associate Membership may be granted to suppliers or potential suppliers to any of the brands operated by an International Hotel Company within their franchise systems. The terms and conditions of Associate Membership shall be established by the Board in its sole discretion. Associate Membership need not be granted to various candidates upon the same terms and conditions. Associate Membership may be terminated, with or without cause, at any time by the ASFONA Board or by the Associate Member. The Associate Member Company may select one representative to serve as an “Honorary Director”, provided that the Honorary Director is approved by the ASFONA Board and is not directly or indirectly employed by, or under the control of any Hotel Company Franchisor or its affiliates.

Section 2. Regular Membership Applications. Regular Membership shall commence upon (i) the filing with the Secretary of ASFONA of an application for membership and (ii) payment of any required contribution to the capital of ASFONA. The application shall be in such form as may be prescribed by ASFONA and shall specify that the applicant agrees to abide by the rules and By-laws and to fulfill the obligations and responsibilities of membership as set out in ASFONA's Articles of Incorporation and in these By-laws. The amount of a new Member’s contribution to the capital of ASFONA shall be determined from time to time by the Board. The Board may, in its sole discretion, decline to accept a membership application/payment if the Owner or Franchisee that is submitting their hotel for membership is, at that time, not in good standing with the Franchisor for any reason whatsoever.

Section 3. Dues. The annual dues payable by Members (which may be different for Regular Members and Associate Members) shall be an amount determined from time to time by the Board, may be prospectively adjusted at any time by the Board with respect to any future dues payments, and shall entitle the Member to twelve months of membership, starting on the first day of the next calendar month after dues have been received by ASFONA and the applicant’s membership application has been accepted (the “Initial Membership Date”). Dues for subsequent twelve-month periods shall be due and payable commencing on the first anniversary of the Initial Membership Date and on the anniversary of each Initial Membership Date thereafter. Failure by any Member to pay annual dues within sixty (60) days after their due date shall result in automatic termination of such Member.

Section 4. Participation of Regular Members During Defaults. If, after being accepted as a Regular Member, the Owner or Franchisee that owns the Regular Member defaults under the License Agreement, Franchise Agreement, or Management Agreement relating to the Regular Member, the Regular Member and any associated Directors may continue to participate in ASFONA, provided that the default is cured to the satisfaction of the Franchisor and ASFONA during the applicable cure period.

Section 5. Termination of Regular Members. If the License Agreement, Franchise Agreement, or Management Contract relating to a hotel that is a Regular Member expires or is terminated and the Regular Member ceases to operate a hotel associated with any of a major International hotel companies brands then the Regular Member’s membership of ASFONA will automatically terminate. In addition, the Regular Members, by a two-thirds vote of the Regular Members present and voting at any meeting at which a quorum is present, may terminate the membership of any Regular Member whose continued membership is deemed by them to be contrary to the best interest of ASFONA. Notice of such termination shall be given in writing.

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