Article VII - Directors

Section 1. The number of directors which shall constitute the board shall be eleven (11), which board shall be elected as specified herein by the members at their annual meeting. The board of directors may, by a vote of not less than a majority of the authorized number of directors, increase or decrease the number of directors from time to time, without a vote of the members provided, however, that any such decrease shall not eliminate any director then in office.

Section 2. The directors shall consist of the President, the Vice President, the Secretary, the Treasurer, the Membership Chairman and six (6) elected at-large by the members entitled to vote at the annual meeting. The at-large members of the board shall initially be elected as follows:

(a) Three (3) such members for a term of two (2) years.

(b) Two (2) such members for a term of three (3) years. Successors to these directors shall be elected at the close of their respective terms of office for a term of two (2) years and until their successors are elected and qualified or until their earlier death, resignation or removal.

Section 3. The Executive Director and Consulting Director shall be non-voting members of the board of directors, entitled to all other rights and privileges of board members. The Executive Director and Consulting Director shall not be counted for purposes of determining a quorum or transacting business. Each shall serve unless and until he/she is terminated as Executive Director or Consulting Director, as the case may be, by a majority vote of the board of directors.

Section 4. Vacancies and newly created directorships resulting from the increase in directors shall be filled by a majority of the remaining directors, though less than a quorum, and each person so elected shall be a director until his successor is elected by the members who may make such an election at the next annual meeting of members or at a special meeting duly called for that purpose.

Section 5. The business of the Association shall be managed by its board of directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised and done by the members.

Meetings of the Board of Directors

Section 6. A regular meeting of the board of directors, including the newly elected board of directors shall be held at the same place as the annual meeting of the members, unless the members shall otherwise fix the time and place of such meeting at the annual meeting of members at which such directors were elected, in which case such meeting shall be held at the time and place so fixed. No notice of such meeting shall be necessary to legally constitute such meeting, provided a majority of the whole board shall be present.

Section 7. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of at least a majority of the board at a duly convened meeting, or by unanimous written consent.

Section 8. Special meetings of the board may be called by the president, Executive Director, Consulting Director or upon written request of a majority of directors then in office on two days notice to each director, either personally, by mail, by telephone or by telegram.

Section 9. At all meetings of the board a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board of directors, except as may be otherwise specifically provided by statute.

Section 10. One or more directors may participate in a meeting of the board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. If a quorum shall not be present at any meeting of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 11. If all the directors shall severally or collectively consent in writing to any action to be taken by the Association, such action shall be as valid a corporate action as though it had been authorized at a meeting of the board of directors.

Removal of Directors

Section 12. The entire board of directors or any individual director may be removed from office without assigning any cause at any meeting of the members by the vote of two-thirds (2/3) Of the members entitled to vote. In such a case, new directors may be elected at the same meeting.