ARTICLE VI - DIRECTORS

The Board of Directors shall be composed of 14 members, one-third (1/3) of whom shall be elected annually to serve for three (3) years, or until their successors are elected and have been qualified; and no more than two (2) appointed members appointed by the President with Board consent whose term expires with that of the appointing President; provided, however, that such appointments, taking into consideration the Board membership of the immediate Past President, shall not increase the total number of Directors to more than seventeen (17) members.

Section 6.01 Selection And Election Of Directors
(a)Nominating Committee - At the regular January Board meeting, the President shall appoint a Nominating Committee from three to five members of the Association. The President shall designate the chairperson prior to February 1st. The Nominating Committee shall present to the Executive Director a slate of candidates to serve three-year terms to replace the Directors whose normal terms are expiring.

(b)Election of Directors - Each candidate must be an active member in good standing and have agreed to accept the responsibilities of directorship. No Board member may be elected to two consecutive three year terms, provided, however, that this limitation to a three year term shall not apply to a Board member that serves as officer, pursuant to the provisions of Article VII, of these Bylaws. When an Immediate Past President's term on the Board of Directors expires with his/her terms as President, he/she will automatically become an appointed member of the Board the following year. The Nominating Committee shall take into account achieving a balance among industrial, distributive, retail, service and professional Board members, shall strive for geographical representation and shall consider current committee service when choosing nominees for the Board.

Section 6.02 Publicity Of Nominations/Elections
The Directors shall be elected by written ballot, upon receipt of the report of the Nominating Committee, the Secretary shall at least ten (10) days prior to the election mail to each member of the Association, a ballot containing a list of the candidates for election to the Board including a provision for write-in choice under the name of each candidate and the date of the election. All ballots must be received in Association office by 5:00pm the day of election.

Section 6.03 Determination
All newly elected Board members shall be in attendance with the outgoing Board members at the first regularly scheduled meeting in June for the election of officers.

Section 6.04 Vacancies
A member of the Board of Directors who shall be absent from three (3) regular meetings of the Board of Directors may be dropped from membership on the Board by a majority vote of its members voting at any meeting thereof. The Director to be dropped shall be given notice, and the right to a hearing. Vacancies on the Board of Directors and officers shall be filled by the vote of a majority of the remaining members of the Board of Directors.

Section 6.05 Policy
The Board of Directors is responsible for formulating the policies of the organization. These policies shall be maintained in a Policy Manual or like instrument, to be reviewed and revised as necessary.

Section 6.06 Dismissal
Any Director may be removed for good and sufficient cause, as determined by a two-thirds (2/3) vote of the Board of Directors present when a quorum has been established.

Section 6.07 Management
The Board of Directors shall contract the services of an Executive Director who shall be the Assistant Secretary of the Corporation, and shall fix his/her compensation and other considerations of services rendered.

Section 6.08 Compensation
The Directors shall serve without compensation.

Section 6.09 Meetings
(a) Regular and special meetings of the board of directors shall be called by the President of the Association.

(b) All meetings of the board shall be held at the principal office of the Association or as changed from time to time as provided in Section 5.01 of these Bylaws.

(c) Time of Regular Meetings
Regular meetings of the Board shall be held, without call nor notice, at a predetermined time and date each month, set by the president at a specified location.

(d) Special Meeting
Special meetings of the Board may be called by the Board or the President or any Vice-President or the Secretary or any two (2) Directors. Special meetings shall be held on four (4) days notice by first-class mail, postage prepaid, or on forty-eight (48) hours notice delivered personally or by telephone or electronic mail. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or on approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereof or at its commencement, the lack of such notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(e) Quorum
A majority of the authorized number of Directors constitutes a quorum of the Board of Directors for the transaction of business, except as hereinafter provided.

(f) Transactions of The Board
Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board provided, however, that any meeting at which a quorum as initially present may continue to transact business notwithstanding the withdrawal of Directors if any action is taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by the law, the articles, or these Bylaws.

(g) Conduct Of Meetings
The President shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary's absence, any person appointed by the presiding officer shall act as Secretary of the meeting. Members of the Board may participate in a meeting through use of conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another. Such participating shall constitute personal presence at the meeting.

(h) Adjournment
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time to of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 6.10 Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing, either manually or electronically, to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by manual or electronic written consent shall have the same force and effect as the unanimous vote of such Directors.