Article IX - Officers

Section 1. The officers of the Association shall consist of a President, a Vice President, a Secretary, a Treasurer, a Membership Chairman, an Executive Director, a Consulting Director and such other officers as the Board may appoint, who shall have such powers and duties as the Board may determine. The board of directors shall specify if such other officers will be elected by the members or appointed by the Board. The President, Vice President, Secretary, Treasurer and Membership Chairman shall be ax-officio members of the board of directors. All officers, except the Executive Director and Consulting Director, and all Directors shall serve without compensation and shall take office at the close of the Annual Meeting at which each was elected, or immediately upon appointment if appointed.

Section 2. The President, Vice President, Secretary, Treasurer, Membership Chairman and any other additional Vice Presidents and Treasurers as may be provided by the board, shall be elected at the annual meeting of the Association, shall be an active employee or officer of a Regular member and shall hold office for a term of two (2) years. Those officers who are not elected by the members, but rather are appointed by the board of directors (including without limitation, the Executive Director and Consulting Director), need not be an employee or officer of a member.

Section 3. Each ex-officio member of the board of directors is entitled to participate in meetings of the Board to the same extent as other members of the Board and to have one vote on each and every matter which comes before the Board.

Section 4. In the event an elected officer or director leaves the Member Company where he was employed at the time of his election such officer or director shall submit a letter of resignation to the board of directors. The board of directors will determine by majority vote whether to accept the resignation or request the individual to serve the remainder of his term.

The President

Section 5. The President shall be the chief executive officer of the Association, shall have general and active management of the business of the Association, and shall see that all orders and resolutions to the board of directors are carried into effect.

Section 6. He shall executive bonds, mortgages and other contracts requiring a seal, under the seal of the Association, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Association.

The Vice President

Section 7. The Vice President or, if there shall be more than (1), the Vice Presidents, in the order determined by the board of directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

The Secretary

Section 8. The Secretary shall attend all meetings of the board of directors and all meetings of the members and shall, to the extent not performed by the Executive Director and Consulting Director, record all the proceedings of the meetings of the board of directors or any committee. He shall keep in safe custody the seal of the Association and, when authorized by the board of directors, affix the same to any instrument requiring it and when so affixed, it shall be attested by his signature. The Secretary shall have such other powers and duties as the board of directors may from time to time prescribe.

The Treasurer

Section 9. The Treasurer shall have custody of the funds and securities donated to the Association and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the board of directors. He shall disburse the funds of the Association as may be ordered by the board of directors, taking proper vouchers for such disbursements and shall render to the president and the board of directors at its regular meetings or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the Association.

The Membership Chairman

Section 10. Membership Chairman shall review the responses of Board Members to applications for membership. He shall notify an applicant if the application is ineligible.

If there is a factual issue requiring clarification for a membership application, the Membership Chairman shall make such a factual investigation, as he deems appropriate. Once the investigation is completed, he shall place the results before the Board of Directors for the Board’s resolution of the factual issue(s). The Vice President shall advise the applicant of the acceptance or rejection of the application.

Executive Director and Consulting Director

Section 11. The Executive Director and the Consulting Director shall perform such duties and have such powers as are provided in these By-laws and as shall be specified from time to time by resolution of the board of directors, which for the appropriate officer hereunder may include, but not be limited to, providing advice to the other officers and board of directors on professional matters relating to the Association, attending all meetings of the board of directors or any committee and all meetings of the members, recording all the proceedings of such meetings in a book to be kept for that purpose and giving, or causing to be given, notice of all meetings of the members and special meetings of the board of directors.

Section 12. The Executive Director and/or Consulting Director shall employ, and may terminate the employment of, members of the Management Office to assist the Executive Director, Consulting Director and any other officers in carrying out their duties and the work of the Association.

The Management Office

Section 13. The Management Office, to the extent requested by any officer of the Association, shall assist any such officer in discharging their duties; which shall include without limitation keeping a record of all meetings and all correspondence of the Association, the board of directors and any committee, sending out notices of all meetings, collecting all monies due the Association, depositing such funds, paying Association-related bills, assisting in the preparation of financial reports, and maintaining a safe deposit box in the name of the Association as a depository for securities and other valuable documents of the Association.

Section 14. The Management Office and/or Treasurer shall be authorized to pay only for budgeted items from the funds of the Association, unless otherwise authorized by the Board of Directors.

Executive Committee and Other Committees

Section 15. The board of directors shall have an Executive Committee, which shall consist of the President, Vice President, Secretary, Treasurer, Membership Chairman and such other members as the board of directors may designate. The Executive Director and Consulting Director shall be non-voting members of the Executive Committee. Except as otherwise restricted by statute, the Executive Committee shall have such powers and authority as the board of directors may from time to time delegate to it. The Executive Committee shall keep regular minutes of its proceedings and shall report the same to the board when required.

Section 16. The President shall, with the assistance of the board of directors, if he desires, designate in writing one or more committees of the Association and the members thereof. Except as otherwise restricted by statute, any such committee shall exercise such authority as is provided by resolution to the board of directors. The committee or committees designated shall keep regular minutes of its proceedings and report the same to the board when required.

Section 17. At least sixty (60) days prior to the first day of each annual meeting, the President shall appoint a nominating committee, which shall consist of (in addition to the President) one member of the board of directors and one representative from each of three (3) Regular members. This committee shall select candidates by a majority vote of the committee for the various elective offices of directors and officers of the Association.

Their report, containing the slate of candidates so selected, shall be presented to the members at the annual meeting. After the report is presented, it shall be the privilege of any Regular member of the Association to place in nomination the name of any Regular member eligible for such office. All nominations from the floor will be added to those contained in the nominating committee’s report and the voting members of the Association may vote for any individual so nominated.