ARTICLE VIII - BOARD OF DIRECTORS

Section 1. Powers and Duties
Subject to the limitations of these Bylaws, the Corporation’s Articles of Incorporation, and state and federal laws, the affairs of the Corporation shall be managed, and all Corporation powers shall be exercised by, or under the direction of, the Board of Directors. The Board of Directors shall provide for the prompt review, approval, and forwarding of all reports requested or required by the National Association.

The Board of Directors shall have the following duties:
1. Perform any and all duties imposed on them collectively or individually by law, by the Corporation’sArticles of Incorporation, or by these Bylaws;
2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws,prescribe the duties and fix the compensation, if any, of all agents, and employees of the Corporation;
3. Supervise all agents, and employees of the Corporation to assure that their duties are performedproperly;
4. Meet at such times and places are required by these Bylaws;
5. Register their addresses with the Secretary of the Corporation, and notices of meeting mailed or sent by facsimile transmission to them at such addresses shall be valid notices thereof.

Section 2. Designation of Delegates to the House of Delegates of the National Association

The Board of Directors shall designate those Members of the Corporation who shall represent the Corporation in the National Association House of Delegates at its annual convention. The Board shall designate the number of Delegates to the House of Delegates of the National Association to which the Corporation is currently entitled pursuant to the Bylaws of the National Association. The Corporation shall assist those Delegates to the National Convention in fulfilling their obligations as Delegates.

Section 3. Number and Tenure

The Corporation shall have not less than three (3) or more than fifty (50) Directors. The exact number of Directors shall be fixed, within the specified limits, by a resolution adopted by the Board of Directors.

The Board of Directors shall be comprised of Executive Board Members and appointed representatives of each of the Local Associations within the jurisdiction of the Corporation. The Executive Board Members are the Officers of the Corporation, including the Immediate Past President. Each Local Association shall appoint two (2) Members from the Local Association to serve on the Board of Directors.

The Delegates shall elect Members to serve on the Executive Board at the annual meeting of Delegates as provided in these Bylaws. Each Director shall hold office until the next annual meeting of the House of Delegates or until a successor has been elected or appointed and qualifies to serve.

Section 4. Qualifications of Directors
Directors shall be of the age of majority in this state. Any Voting Member of the Corporation in good standing shall be eligible to serve as a Director with the following exception: any Voting Member can be ruled ineligible to serve as Director or Officer of the Corporation by the Board of Directors if his/her election will result in more than fifty percent (50%) of the Board Members having the same employer;

Section 5. Regular Meetings
Regular meetings of the Board of Directors shall be held at any location designated from time to time by resolution of the Board of Directors. Board meetings shall be held at least once each quarter.

Section 6. Special Meetings
Special meetings of the Board of Directors may be called by the President, the President-Elect, or by a majority of the Directors pursuant to noticing provisions set forth in Article VIII, Section 7, of these Bylaws.

Section 7. Notice of Special Meetings
Notice of any special meeting of the Board shall be given at least forty-eight (48) hours before the meeting either personally or by telephone, telegram, facsimile, email or other electronic means or four (4) days advance notice if by first-class mail. All such notices shall be given or sent to the Director's address, telephone number or email address as shown on the records of the Corporation. The notice shall state the time and place of the meeting but need not specify the purpose of the meeting.

Section 8. Quorum
Fifty percent (50%) of the authorized number of Directors shall constitute a quorum. The Directors may continue to transact business during a meeting at which a quorum is initially present notwithstanding the withdrawal of any Directors if any action is approved by at least a majority of the required quorum for that meeting.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion with the President shall entertain at such meeting is a motion to adjourn.

Section 9. Manner of Acting
Actions of the Board shall be taken by a majority of the Directors present at a meeting duly held at which a quorum is present unless a greater number of Directors is required by law.

Section 10. Waiver of Notice
Notice of a meeting need not be given to any Director who either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meetings. Notice of a meeting shall not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

Section 11. Action Without a Meeting
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Members of the Board individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent shall be filed with the minutes of the proceedings of the Board.

Section 12. Participation in Meetings by Means of Conference Telephone
Members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communication equipment as long as all persons participating in the meeting can hear each other. All Directors participating by means of conference telephone or similar communications equipment shall be deemed to be present in person at such meeting.

Section 13. Attendance at Meetings
Members of the Board who are also Officers of the Corporation shall be encouraged to attend at least seventy-five percent (75%) of all regular meetings, special meetings, and any other Board event in order to run for reelection or any other office. If an Officer who has more than two (2) unexcused absences during his/her term of office runs for reelection, Delegates will be advised of his/her attendance record.

Section 14. Vacancies on the Board of Directors
Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Officer/Director, and (2) whenever the number of authorized Directors is increased.

The Executive Board shall vote to fill any vacancy occurring in the Executive Board, except a vacancy created by the removal of a Officer/Director, such vacancy shall be filled by the House of Delegates. The Local Association shall fill any vacancy occurring to one of its appointed Board Members. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Executive Board of the Corporation.

A Director appointed to fill a vacancy shall hold office during the unexpired term of his/her predecessor in office and until his/her successor is elected and qualifies.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.

Section 15. Resignations
Any Director may resign effective upon giving written notice to the President, Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. If the resignation of a Director is effective at a future time, the Executive Board or the Local Association, as the case may be, may elect or appoint a successor to take office as of the date when resignation become effective. The Board may accept a resignation prior to filling the vacancy with a successor.

Section 16. Recall and Removal from Office
No Officer may be removed from office without three-fourths (3/4) vote of the entire House of Delegates. The House of Delegates may be convened for purposes of removing an Officer in accordance with Article VII, Sections 1, 2, and 3, of these Bylaws.

Written requests initiating removal of an Officer require signatures from a minimum of twenty-five percent (25%) of the Local Associations. In accordance with Article VII, Section 3, written notice of recall or removal must be sent by registered mail to the Officer advising him/her of the action proposed to be taken. The Officer shall have the right to appeal the proposed action to the House of Delegates.

Notwithstanding the above, any Officer who misses more than two (2) consecutive Board of Directors meetings with absences which are not excused by the President, may be subject to removal by a vote of two-thirds (2/3rds) of the Board of Directors.

Section 17. Compensation
Directors shall not receive compensation for their services as members of the Board. Nothing herein shall be construed to preclude any Director from serving the Corporation in any other capacity as an Officer, agent, employee, or otherwise, and receiving reimbursement for reasonable expenses, as may be fixed or determined by resolution of the Board of Directors.