The Earthbuilders' Guild

TEG points to the original medieval meaning of the term “guild” as an association of persons in the same craft or trade who act to uphold standards and protect the members. TEG is also a501c(6) corporation registered in New Mexico as a Businesspersons’ League representing those who earn their livings either wholly or partly through Earthbuilding (adobe, compressed earth block, rammed earth, etc.) as contractors, manufacturers, suppliers, installers, architects, draftsfolk, etc. It’s purpose is to represent and promote the Earthen Construction Industry of New Mexico to the interested public, clarify misconceptions about Adobe, Compressed Earth Block and Rammed Earth and act as a volunteer, qualified interface with officials when building codes that may affect its members are written, adopted or modified. The National code change and adoption cycle is every three years. Thus, one of TEG’s duties is to anticipate and stay alert to new codes that are coming through the regulations pipeline that can affect its members. The TEG philosophy is to be proactive about code matters, as opposed to doing nothing and allowing the Earthen Building Codes to become obsolete or written by unqualified parties. TEG may also foster research into the structural or thermal suitability of native materials as well as hybrid and alternative wall systems that relate to Earthen and Passive Solar Construction.

Worked with code officials to write the NM Rammed Earth code which took ten years. It is the first “on the books” rammed earth code in USA. Worked with code officials to write the NM Compressed Earth Block code, which took three years. It is the first “on the books” CEB code in the USA. Has continued efforts to keep and expand energy codes that recognize and allow passive solar design and mass wall construction. Has made Earthbuilding a visible trade to bureaucrats and politicians who would otherwise ignore or eliminate us when considering legislation or code changes. Has stimulated communication and unity among Earthbuilders.

The TEG name was suggested by architect Joaquin Karcher of Taos during a founding TEG meeting there. Earthbuilders organized themselves beginning in 1994 to interface with the Construction Industry Division in Santa Fe as well as Home Building Associations. The code groups were made up of contractors, engineers, architects and trades folk who had expereince in Earthen Construction. Most of the early TEG members are still active. NM’s code is viewed as regionally important and earthbuilders from out of state often refer to it. Indeed, code jurisdictions from as far as Mexico City inquire at Santa Fe for guidance and some Arizona, Colorado and Texas jurisdictions use the NM code as a model from which to modify locally.

TEG’s mission is to promote, preserve and expand the building methods of adobe, rammed earth, and compressed earth block construction. Our organization is dedicated to the betterment and advancement of earthen construction of homes and commercial buildings, including the preservation and restoration of existing buildings. The commitment of people in this industry stretches across family traditions, community heritage, meaningful work, environmental concerns, and the joy of working with the earth. We want to ensure that we continue to make history through our building processes while improving them to create safe, comfortable, long-lasting structures.

Chair -K. Ben Loescher | Loescher Meachem Architects Secretary - Pat Martinez Rutherford | Retired Rammed Earth Contractor Treasurer - Helen Levine | New Mexico Earth Adobe Ernest Aragon | Adobe Palaces Kurt Gardella | Santa Fe Community College John Jordan | Paverde LLC Rob Taylor | Taylor General Contracting Esther Fredrickson | Albuquerque Joinery Kenny DeLapp | Albuquerque Joinery

The Earthbuilders’ Guild, Inc. (TEG) was formed to support, promote, and advocate for earth-building industries, and to educate the public regarding earth-building and related subjects, by the following means (listed here in order of importance):

Central to TEG’s purpose for being is the maintenance and protection of the building codes, which guide and affect the Earth-building Industry and TEG designers and builders. The current national building codes are the International family of codes, such as The International Building Code (IBC), The International Residential Code (IRC) and the International Energy Conservation Code (IECC), among others. These codes are updated nationally every three years. New Mexico, under the Construction Industries Division in Santa Fe, adopts these national codes, but modifies them to conform to regional and local usages. The codes, which most concern TEG, are organized under the New Mexico Earth-building Materials Code. The almost constant code modifications can and do affect the Earth-building Industry and TEG makes it a responsibility to keep up with them and work on them when necessary. This means trips and meetings with State, County and City building officials where TEG code committee members interface with building officials to work out code problems. The sequence of actions necessary are listed below: a.) Notice: Often, the New Mexico Home Builders Association notifies TEG about upcoming proposed code changes. On other occasions, officials within the Construction Industries Division (CID) present TEG with a code change request. Also, TEG itself may propose a code change or addition to the CID, or to a City or County Building Inspection department. b.) Interfacing Committee Work: TEG then organizes those builders within its ranks who are familiar with that aspect of the code to work with the State, County or City. For example TEG has code change committees for Adobe, Compressed Earth Block and Rammed Earth. The two parties interface to work out the written solutions. Either or both sides may have to support their work or criticism with a licensed engineer on hand. c.) Technical Advisory Committee: When the actual proposed change has been worded, it then goes before the TAC or Technical Advisory Committee, which is part of the CID. This is a hearing during which the heads of the various departments- Plumbing, Electrical, Structural and so forth, review the proposed change or code addition to discern if unexpected consequences or safety issues can be found in the proposed change. At the hearing, TEG representatives must then defend or explain the change and if they do so adequately, the TAC will probably approve it. The process is bureaucratic and time consuming and requires drives to Santa Fe, Albuquerque and Las Cruces on the part of TEG code committee members, depending on which CID office or building inspection department the officials are meeting at. d.) Legal Review; After the particular change or addition passes the TAC, it must still be reviewed by a NM State attorney working for the CID, or the particular City or County in respect to potential liability issues. In this review, sentence structure and grammatical details may have to be modified. If the language change threatens the initial intent of the code change, both TEG and the CID may have to meet again for rewriting those portions. e.) CIC Vote: Once past the TAC and legal checkpoints, statewide code changes or additions are presented at a public hearing staffed by the Construction Industries Commission or CIC. The CIC votes to either accept or reject the code change. f.) Implementation: If accepted, the CID then sets an implementation date for the new code. It is typical for the implementation date to be up to six months after the CIC vote, with a six month “grace” period after that, during which time, builders may continue the old practice. g.) Digestion and future outlook: When a code change or addition becomes final, TEG notifies its members and works with them to clarify what the change or addition will impact. In the past, TEG members have worked with code officials to write the New Mexico Rammed Earth code, the first “on the books” rammed earth code in the USA. We have worked with code officials to write the NM Compressed Earth Block code, which took three years of dedicated effort. It is the first “on the books” CEB code in the USA. TEG has continued efforts to keep and expand energy codes that recognize and allow passive solar design and mass wall construction. At present, TEG is working with CID on additions to the NM Rammed Earth codes, dealing with treatment of parapets in roof construction and other points. We will continue this work into the future. Code work was initiated upon inception of TEG, and is ongoing. Code work is fundamental to our exempt purpose, as a means to support, promote, advocate for, and educate on all areas relating to earth building.

Recruitment of people and businesses whose activities center on earth as a means of construction. It is TEG’s purpose to stand strong in working with building officials. By growing our numbers we are able to let those officials know that we exist as we advocate the use of earthen construction products and techniques. Membership recruitment is done by word of mouth, community contacts (like minded organizations), and via our website. Past activities have included sponsorship of all recent EarthUSA Conferences, news articles in Adobe Builder Magazine, local newspapers, tours of local earthen buildings and membership outreach events. At Present, we are maintaining our website to bring new memberships and emailing a renewal letter to encourage present members to continue supporting TEG. We invite the membership and other interested parties to attend the open Board meetings and to participate in developing ideas for the Board's decision making. We have developed a Membership Directory and Business Directory for use by members and the general public as a resource for finding architects, contractors and general earthen building information. Future: We will continue to explore ways to expand our reach and to invite the earth building community and the general public to participate in supporting building with earth.

TEG will promote the earth building industry through education of the public and construction professionals, realtors, appraisers, and lenders, on the merits and benefits of these centuries-old building methods, using various events and sponsorships. These events, including but not limited to participation in trade fairs, tours, social gatherings, educational programs solely or in partnership with like-minded organizations, are a current and ongoing focus for the Guild. As other ideas for meetings, educational programs or events are suggested, they will be vetted using the bylaws of our organization to confirm that the best interests of TEG and the earth building industries are being served. We work with Santa Fe Community College, Cornerstones of Santa Fe, and Adobe in Action to develop ways to increase access to educational programs, programs offered both hands-on and via the internet, and to institute a program for certification of Earth Builders. The Certification is to ensure that builders, manufacturers, and educators involved in the earth-building trades are familiar and experienced with the construction process and code requirements used and is overseen by The Earthbuilders’ Guild. An ongoing development within TEG is a “Best Practices Manual,” which will set the highest craft standards for earth building, beyond the current codes, which are based on minimum requirements. Past: Disseminating information via the website and personal contact. Present: Working to expand the certification program, as well as continuing past activities, and starting to acquire contributions for a “Best Practices Manual.” Future: Continuing and expanding upon the ideas included here. This activity was initiated upon inception of TEG. Education furthers our exempt purpose by informing both tradespersons and the public on building with earth. Greater knowledge leads to greater understanding, increased support, and more widespread use.

One of our goals is to be a repository of information, through our members, that can be accessed by the professional community. At present, TEG members can be located thru our website and contacted directly by architects and engineers to provide specific detail concerning our various trades. We provide direct contact for designers who need additional information from those of us who work in the earthen disciplines on a daily basis. This service is a great help to architects and engineers who are not completely familiar with earthen construction. The information that TEG members possess can get the A/E pointed in the right direction and avoids costly mistakes in designs that are not conducive to earthen construction. We can provide information concerning materials, construction techniques and application. In the future we will be expanding this service by bringing in new members and increasing our pool of knowledge. Developing TEG as an information resource was initiated from the beginning. Acting as a resource furthers our exempt purpose in that it is a means by which we can educate professionals, and encourage and support them in using earth-building in their projects.

As the public is seeking a source of information regarding building with earth, TEG will be the resource guide for their way to find the who, what, where, when, and why. This applies equally to a person seeking information for the first time with general questions about earth building, or to a homeowner who is building now and has a question about the project at hand. In the past the sources of information have been publications in the form of books and magazines. Many of these are now out of date or publication. This leaves the general public in the dark ages when the web is now the source for information. The current activity for finding general answers about earth building is non-existent. TEG will address this lack by becoming a resource, thru the web, to answer questions in a general forum. TEG membership as a whole seeks to inform the public to the benefits of building with earth. Not any one type of construction, but the type that the public is interested in at the time the information is sought. At present and in the future: TEG’s exposure as an information resource to the public will expand the knowledge of benefits of building with an earthen product. Developing TEG as an information resource was initiated from the beginning. Acting as a resource furthers our exempt purpose in that it is a means by which we can educate the public, remove misconceptions, and encourage and support them in using earth-building in their projects.

Funds from membership dues and from grants will be used to fund research and development of various aspects of earthen building. R and D will be directed primarily toward increasing understanding of how earth can be integrated into design to maximize sustainability and energy efficiency, comfort, and beauty. We will submit research proposals to NM State University Dept. of Engineering, Los Alamos Labs, and Sandia Labs to test the applicability of the various unique materials associated with earth-building as well as thermal, seismic, and other properties of earth. This activity has yet to be implemented. As we look deeper into the materials used for earth building we increase our understanding, and in sharing the information gained with our membership and the public, we better support and promote the earth-building industries.

TEG will protect the Trade from legislation aimed at discouraging use of earth in construction and creating a restraint of trade, by use of letters to those involved, and lobbying where appropriate. Education of the public is also an element here–as the general public becomes more familiar with the benefits of building with earth it is less likely to be discounted as a viable building material. Code work is also an important element to protecting the trades. Appropriate codes emphasizing safety will protect the reputation of earthen construction. The code work element of this was initiated with the inception of TEG, as was the education element. Responding to legislation is a plan to be implemented when necessary. Protection of the trades furthers our exempt purpose by promoting, advocating for, and educating about building with earth.

Since 2011, The Earthbuilders Guild (TEG) has taken a leadership role in regard to critical issues impacting the Earthbuilding Industry including the setting of ethical standards of practice for TEG members and TEG Certified Earthbuilding Practitioners. The future of earthen materials buildings is directly influenced by the quality of the services of the professionals in the field that will produce the best results and win the most allies. The Board of Directors of TEG has adopted the following Code of Professional Ethics for members of TEG or those who achieve certification of earthbuilding skills through TEG. The Code of Ethics is applicable to builders, general contractors, subcontractors, designers, architects, engineers, consultants, project managers, owner’s agents, educators, materials suppliers and materials producers whether individuals or institutions and their employees.

1. Client Service – I will serve my client with honesty, integrity, candor and objectivity. I will provide my service with competence, with reasonable care, with due diligence consistent with the interests of my client and within the applicable standards of norms, codes, standards and normally agreed upon methods of earthen construction. 2. Representation of Qualifications and Availability – I will only accept assignments for which I am qualified by my education, training, professional experience and technical competence which may be indicated by but is not limited to Certification as an Earthbuilding Practitioner by The Earthbuilders Guild. I will only assign staff to projects in accordance with their qualifications and commensurate with the service to be provided. I will only make representations concerning my qualifications and availability that are truthful and accurate. 3. Standards of Practice – I will furnish my services in a manner consistent with the established and accepted standards of my profession and with the laws, licensing procedures, codes and regulations that govern its practice. 4. Fair Competition – I will represent my project experience accurately to my prospective clients and offer materials, services and staff that I am capable of delivering. I will develop my professional reputation on the basis of direct experience and service provided. I will only engage in fair competition for assignments. I will not participate in bid shopping where bids from subcontractors to contractors or from contractors to clients are lowered after receiving unethical information regarding bid amounts of their competitors. 5. Conflicts of Interest – I will endeavor to avoid conflicts of interest and will disclose conflicts that in my opinion may impair my objectivity or integrity. 6. Release of Information – I will only make statements that are truthful and I will keep information and records confidential when appropriate and protect the proprietary interests of my clients and professional colleagues. 7. Fair Compensation – I will negotiate fairly and openly with my clients and with those who provide services and materials to me in establishing a basis for compensation and I will charge fees and expenses or develop contractual documents that are reasonable and commensurate with the services to be provided and the responsibilities and risks to be assumed. 8. Public Welfare – I will not discriminate in providing services on the basis of race, religion, national origin, age, disability or sexual orientation. I will not knowingly violate any law, statute or regulation in the performance of my professional services. 9. Professional Development – I will continue to develop my professional knowledge and competency as an Earthen Materials Practitioner and I will contribute to the advancement of the body of knowledge of Earthen Building Materials and Methods by fostering research and education myself or through the encouragement of fellow practitioners. 10. Integrity of the Profession – I will avoid actions, which promote my own self-interest at the expense of my fellow practitioners in the Earthen Building Materials Industry, and I will uphold the standards of my profession with integrity and dignity. I will not enter into any agreement that may be considered an act of collusion or conspiracy (bid rigging) with the implied or express purpose of defrauding a client. I will not participate in any acts such as the giving or receiving of gifts that are intended to be or may be construed to be acts of unlawful bribery. Failure to Comply with this Code: The Earthbuilders Guild may censure a member or terminate membership in the organization and/or revoke the Certification of Earthbuilding Skills of anyone failing to follow the Code of Ethics. This can be done by a majority vote of the Board of Directors of The Earthbuilders Guild.

BYLAWS OF THE EARTHBUILDERS’ GUILD INC. A New Mexico Nonprofit Corporation ARTICLE I Name and Location of Office The name of this corporation is The Earthbuilders’ Guild, hereinafter referred to as TEG. The principal office of TEG shall be in the state of New Mexico, the mailing address, Box 10532, Alameda 87184. TEG may have such other offices, either within or without the State of New Mexico as the business of TEG may require from time to time. ARTICLE II Objectives Dedication TEG is organized and incorporated under the laws of the State of New Mexico for the mutual support of earth-building industries both past and present, and public education regarding earth-building and related subjects. TEG will be a non-profit organization within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, without profit to any Officer or Director. ARTICLE III Shareholders TEG will have no shareholders. ARTICLE IV Members Section 1. Composition. The Members of TEG shall consist of those natural persons who subscribe to the mission, philosophy, purposes and goals of TEG and who are current and in good standing as members of TEG and whom The Earthbuilders’ Guild (TEG) approves as members. Section 2. Voting. The members of TEG are not entitled to vote, excepting those members composing the Board of Directors. Section 3. Public Statements and Representation. Except as specifically authorized by these bylaws, no TEG member shall represent or resume to represent the views, policies, or positions of the organization to any outside party or organization, without the explicit authorization of the Board of Directors. By way of illustration these outside parties shall include, but not be limited to, governmental agencies, representatives of the press, and/or other trade organizations. ARTICLE V Board of Directors Section 1. Management. The Board of Directors shall have the general management and control of the activities and affairs of TEG and shall exercise all the powers that may be exercised or performed by TEG under the laws of the State of New Mexico and the United States, these Bylaws and the Articles of TEG. Directors are expected to participate regularly in TEG events and activities. Section 2. Composition. The Board of Directors shall consist of not less than four (4) chosen by ballot at the annual meeting of the members or at any meeting held in place thereof as provided by law. The number of directors of this corporation shall be not less than four nor more than twelve. The directors shall be drawn in the following proportion: Seventy-five percent (75%) of the directors shall be drawn from members whose primary occupation is in the earth-building trades. This 75% shall be distributed equally between manufacturers and educators and builders. The remaining twenty-five percent (25%) of the directors can be, but need not be, drawn from members whose primary occupation is outside the earth-building trades. Directors must be members of the corporation. Section 3. Tenure. Each Director shall hold office for a term of two (2) years, and until his or her successor is duly elected and qualified. There is no limit on the number of terms a Director can serve. Terms shall be staggered such that not all board members are elected at the same time. Section 4. Vacancies. Any vacancy or vacancies created by the death, removal, resignation or incapacity to act of any Director before the expiration of such Director’s term, or by amendment of these Bylaws, may be filled at a regular meeting of the Board of the Directors. A Director elected to fill a vacancy shall hold office until the next election. Section 5. Resignations and Removal. Any Director may resign at any time by giving written notice of such resignation to the Secretary of TEG. Unless otherwise specified in the notice, such resignation shall take effect upon receipt thereof by the Secretary. Any Director may be removed at any time by consensus of the remaining Directors. Section 6. Compensation. The Directors shall not receive compensation for their services as such, but the Board of Directors may authorize reimbursement for expenses incurred by Directors in connection with the performance of their duties. Directors may enter into a contractual agreement with TEG providing the expenses have been pre-approved by the board, for non-board related services, for which they may be compensated. ARTICLE VI Meetings Section 1. Meetings. The Board of Directors meets periodically at whatever time and place it selects, at a minimum of once per year. Section 2. Special Meetings. The Chair, the Secretary or one-third of the Board may call special meetings of the Board on not less than ten days’ notice, given by mail, electronic mail or facsimile. Notice of special meetings shall state the purposes therefore. All meetings of the Board shall be held at such place within the State of New Mexico, as shall be designated in the notice of the meeting. Section 3. Quorum. At any duly noticed meeting of the Board of Directors of TEG, the presence of a majority of the Directors in person or by proxy shall be necessary to constitute a quorum for all purposes, and any act by consent of the Directors present at any meeting at which there is a quorum shall be the act of the full Board of Directors. Section 4. Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or the committee shall be filed with the minutes of the proceedings. Section 5. Participation by Telephone. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. ARTICLE VII Committees Section 1. Committees. Committees are to be appointed by the Board of Directors, as may be deemed desirable for the proper administration and operation of TEG. Each such committee shall serve at the pleasure of the Board of Directors and shall be subject to the control and direction of the Board of Directors. All actions by any such committee shall be subject to revision and alteration by the Board of Directors, but unless or until so revised shall constitute the formal action of that body. Section 2. Code committee. When a code committee is in place, no TEG member shall serve on that committee unless he or she is already familiar with the specific trade, tools, materials and safety procedures the code in question is formed around, and is judged by the Board of Directors and other code committee members to have sufficient experience in that trade. Section 3. Limitation on Authority of Committees. Notwithstanding any other provision of these Bylaws, which may be construed to the contrary, no Committee shall have the authority to enter into any contract or otherwise bind TEG to any obligation to any third party or to any Member(s) without the consent of the Board of Directors. Where such proposed contract(s) or obligation(s) involve monetary disbursements, trades or agreements of any kind and/or the selection of individuals to carry out various tasks, such matters shall be fully disclosed to the TEG Board of Directors prior to the signing, agreement or closure of any contracts or obligations. ARTICLE VIII Staff The Board may engage or employ staff personnel, including, but not limited to an Executive Director, to assist the Board, the committees of the Board and/or the Officers of TEG, as the Board may determine necessary and proper to facilitate and advance the purposes, activities and programs of TEG. The Board shall set the terms and conditions of such engagement or employment, including compensation to be paid to such staff personnel. The Executive Director shall be responsible for day-to-day operations, carrying out the policies established by the Board of Directors, and for the hiring, firing, management and supervision of staff and volunteers, as approved by the Board of Directors. ARTICLE IX Officers Section 1. Officers of TEG. The Officers of TEG shall fulfill the roles of Chair, Secretary, and Treasurer with not less than three (3) people, and shall be members of the Board of Directors. The role of Chair may be filled by 2 people serving as Co-Chairs, or as Chair and Chair-elect, at the discretion of the Board. The Officers shall be elected and qualified for two (2) year terms. If the Board chooses to implement a succession policy whereby a chair-elect becomes the next chair, the term of the chair-elect is two years. To be elected as an officer the Director must have served at least 1 year on the Board of Directors within the past three years. All Officers and Directors will be elected following the Election Committee’s process. If the office of any of the Officers should become vacant for any reason, the Board shall elect a successor to fill the vacancy for the unexpired term. Any Officer may be removed by consensus of the Directors present at any regular or properly called special meeting of the Board. Section 2. Authority and Responsibilities. Officers shall perform those duties usual and customary to their positions and as outlined in the policies of TEG. The Treasurer is the financial officer of the organization. Section 3. Resignation and Removal of Officers. Any Officer may resign by a notice in writing to the Secretary. Unless otherwise specified in the notice, such resignation shall take effect upon receipt. Any Officer may be removed at any time by consensus of the Directors. ARTICLE X Elections Section 1. The Board of Directors shall elect its successors from the general membership of TEG. Section 2. The Elections Committee shall establish the annual election process for board vacancies, present it to the TEG Board for approval, and oversee the approved election process. ARTICLE XI Dissolution Upon dissolution of TEG, the Board of Directors shall, after paying and making provision for the payment of all liabilities of TEG, dispose of all of the assets of TEG, exclusively for the purposes of TEG in such manner, or to such organization or organizations organized and operated as non-profits, whose objectives are similar to TEG’s, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal laws, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XII General Provisions Section 1. Authority to Sign Contracts and Checks. The persons authorized to sign contracts and to sign, endorse and otherwise execute checks, drafts, notes, orders or other instruments for the payment of money issued by or to TEG shall be designated pursuant to appropriate resolutions of the Board. Section 2. Fiscal Year. The fiscal year of TEG shall be the twelve-month period ending December of each year, or such other period as the Board of Directors may establish. Section 3. Loans. No loans shall be contracted on behalf of TEG unless authorized by the Board of Directors. Section 4. Competition. TEG shall not carry out any sale, service or activity, whether for free or for a fee, that competes with or mimics the livelihoods of its members. ARTICLE XIII Indemnification TEG shall indemnify any person who may be designated from time to time to perform official duties on behalf of TEG. Such person shall be indemnified by TEG against all expense and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been an Officer, employee, or person acting on behalf of TEG, except in such case wherein the Officer, employee or person is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled. ARTICLE XIV Amendments The Bylaws of TEG may be amended only by consensus, by the Directors. The notice of such meeting must specify that the subject of the amendment or amendments acted upon are to be considered at the meeting, and such notice, along with the proposed amendment or amendments, shall be provided to each Director at least ten days prior to such meeting. Said notice may not be waived. In witness whereof, the Board of Directors of TEG at a duly constituted meeting thereof on July 20, 2019 amended the foregoing Bylaws.