ARTICLE V
BOARD OF DIRECTORS

Section I. Authority and Responsibility. The governing body of the Association shall be the Board of Directors. The Board of Directors shall have control of the affairs, funds and properties of the Association subject to the provisions of these Bylaws.

Section 2. Membership. The Board of Directors shall consist of the President, Vice President, Treasurer, Recording Secretary, members of the standing committees and a number of At-large members to be determined by the Committee on Nominations and elected by the members.

Section 3. Election. The Board Members shall be elected by the members of the Association at their annual meeting in accordance with Article VIII hereof.

Section 4. Term of Office. The Board Members shall be elected for a term of one (1) year.

Section 5. Vacancies. In the event a vacancy shall occur on the Board of Directors, the President shall appoint a replacement which shall require the confirmation of the majority of the Board.

Section 6. Meetings. The Board of Directors shall meet upon the call of the President, or of any three Board Members thereof.

Section 7. Notice of Meetings. Regular meetings at a specified time and place may be established by the Board of Directors. Reasonable notice of the time and place of regular or special meetings shall be given to all Board Members.

Section 8. Quorum. Nine (9) of the Board Members then in office shall constitute a quorum at any meeting of the Board. Any meeting may be adjourned by a majority of the votes cast on the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Section 9. Voting. When a quorum is present at any meeting, a majority of the Board Members present and voting shall decide any question unless otherwise provided by law or these Bylaws with the following exceptions:

a. Expulsion of Association Member: Two-thirds vote of the Board then in office.

b. Dues change: Two-thirds vote of the Board then in office.

c. Change to the Bylaws: Two-thirds of the Board present and voting and two-thirds of the full members present and voting at an annual meeting or special meeting.

Section 10. Removal or Suspension. If for any reason a member of the Board is to be removed or suspended, a petition with the signatures of three or more Board Members shall be submitted to the highest neutral  officer. A majority vote of Board Members present shall decide if there is sufficient cause for further proceedings. If further action is required due process shall consist of a hearing before the entire Board. A two-thirds vote of the  entire Board is required for removal or suspension. Removal or suspension shall not result in a loss of regular  membership and all decisions are final.

WB01343_.gif (1341 bytes)